About this agreement
In consideration for your participation in the Business Partner Program (the “Program”) please read very carefully the Business Partner Program Terms and Privacy Policy (collectively constitute the “Agreement” or “Partner Terms”). By registering with the Program via the website https://www.chatflowapp.com you agree to be bound by the Partner Terms described herein. The Agreement is between you as Partner (as defined below) and ChatFlow Platforms Limited with its principal office: ChatFlow Platforms, 20 Wenlock Road, London, United Kingdom (also “Company” or “we”), (together “Parties”, and each separately a “Party”).
What that means for you?
The Business Partner Program Terms explain the conditions under which partners can recommend and sell our services. You will find different types of partnerships described here, the parties’ responsibilities, and data processing information.
Introductions
1. The Partner Terms between you and the Company are effective by virtue of your registration to the Business Partner Program made available through the following Internet website https://www.chatflowapp.com (the “Site”), or by executing an applicable order form (the “Effective Date”) and does not in any way alter any other possible agreement you may have with the Company, its subsidiaries or affiliates.
2. Please note that the Partner Terms affect your legal rights and obligations. If you do not accept or understand the Partner Terms and do not agree to be bound by all of the Partner Terms, please do not register for or participate in the Program and do not access or use the Site.
Definitions
1. ”ChatFlow Platforms Limited” [also “ChatFlow”, “Company” or “we”] means ChatFlow. providing the Business Partner Program.
2. “Partner” [also “you”] means any natural or legal person, including any entity, affiliated company, and/or any agency or network acting on its behalf, that has registered with the Program via the Site, which will also be contracted by this Agreement.
3. “Services” means services supplied by ChatFlow under the main Terms of Use and specified thereof.
4. “Business Partner Program Services” means services available for partners via ChatFlow’s Business Partner Program.
5. “License” [also “Account”] means the account created by the Customer or by the Partner for the Customer for providing Services to the Customer.
6. “Business Partner’s Account” means an account created by the Partner in the Program via the Site for managing the Program.
7. “Affiliate” means a Partner who uses referral links to recommend Company’s Services to people from their audience through various marketing activities.
8. “Solution Partner” means a Partner who is a business or entrepreneur that has been verified by the Company and offers Services’ Accounts directly for their customers.
9. “Referral Fee” means the payment/commission ChatFlow makes to a Partner in return for selling its Business Partner Program Services or gaining Customers via Business Partner Program Services on the terms set out in the Partner Terms.
10. “Referral Link” means a link containing a unique affiliate ID – an additional information assigned to Partner’s Account, thanks to which the Company knows which Partner gets a credit for each sale.
11. “Last Click Attribution Model” means the principle on which Customers who click the Referral Link lead by more than one Affiliate, are assigned to a specific Affiliate.
12. “Second Tier Affiliation” means an Affiliate model extension which gives Affiliates the opportunity to invite referred partners to the Program and earn a 5% commission of all sales their referrals make in the Program.
13. “Amount Due” means the final amount to be paid to the Partner due to his activity in the Program.
14. “Licensed Materials” means promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images, and similar identifying material etc.
15. “Site” means web page https://www.chatflowapp.com belonging to ChatFlow enabling access to the Business Partner Program.
16. “Program” means this Business Partner Program offered by ChatFlow
Data protection provisions
1. The Company is dedicated to protecting personal data and promoting compliance with rules set forth by, among others, the European Union.
2. This Agreement shall be supplemented by the Privacy Policy.
3. Any observation or breach of data protection may be reported via [email protected].
4. By accessing the Program, Partner expressly consents to the processing mainly collection, use, storage, and disclosure of their information, including their personal data, as well as data subjects Partner employees while using the Program, in accordance with the Company’s Privacy Policy, and the General Data Protection Regulation (GDPR) related documents for Business Partner Program Services providing and maintaining purposes. You also agree to processing your personal data for marketing purposes.
5. Partner also agrees and warrants that they comply with all data protection laws applicable to them (including the General Data Protection Regulation (“GDPR”) (EU) 2016 / 679) while processing the Customers’ personal data gained for the purpose of the Program (including but not limited to: gaining consents for data processing, if applicable, and gaining consents for data transfer). Partner is fully responsible for the lawful acquisition and processing of personal data transferred to the Company through the Program. The Company shall bear no responsibility for the quality of personal data collected by the Partner.
6. For the purpose of the appointment of sub-processors, Partner acknowledges and agrees that the Company may engage third-party sub-processors in connection with the provision of the Service in accordance with the Privacy Policy and GDPR related documents.
General Business Partner Program statements
To participate in the Program the Partner:
– must be at least 18 years old,
– should have an active and verified PayPal account in good standing or a method approved by ChatFlow that can accept incoming payments. (Having the transfer account for online money transfers via an approved provider is not necessary to sign up to the Program, however it is necessary for the commission withdrawal).
– must be lawfully fit and able to enter into a binding agreement with us.
2. By registering with the Program via the Site you agree to be bound by the Partner Terms and Privacy Policy and you undertake to comply with these Terms.
3. If you are participating in the Program on behalf of any legal person, entity or corporation you further represent and warrant that you are rightfully authorized to accept the Partner Terms and enter into the Agreement with us on such entity’s behalf.
4. The Company reserves the right in its sole discretion at any time to refuse anyone’s participation in the Program.
5. Please keep in mind that the usage of the Program is subject to the then-current version of the Partner Terms. We reserve the right to update and change the Partner Terms from time to time at our sole discretion and each time, the Partner Terms are up to date, supersede all prior versions, and are effective and binding immediately after posting. Your continued use of the Program on or after the date the updated version of the Partner Terms is effective and binding constitutes your acceptance of such updated terms. If you do not agree to our updated Agreement, you can delete your account at any time.
6. Partner is able to choose between two models of participation in the Business Partner Program: either as an affiliate (“Affiliate”) or as a solution partner (“Solution Partner”); Partner can use both aforementioned models at the same time within one Partner’s Account. Within the Solution Partner model of the Program, the Partner can choose one or both options of managing the Solution Partner model (described in the paragraph 7.1. hereof).
7. Partner acknowledges and agrees that (i) Referral fee is calculated only on the basis of the product price and (ii) all the sums of Referral Fee exclude any tax that Partner is solely obliged to pay for the purpose of fulfilment of its tax obligations.
8. In the event of a transfer of a Customer acquired by a Partner through a Referral Link to the Company Sales Team or the Customer self-reports to the Company’s Sales Team, the Company reserves the right not to pay Referral Fee to the Partner or reduce the Referral Fee by the percentage recognised by Company in its discretionary power as corresponding to the engagement of the Partner in the Customer acquisition.
9. The features and functions of the Business Partner Program Services may change over time at our sole discretion, provided, however, we will not materially decrease the overall functionality of the Business Partner Program Services. It is your responsibility to ensure that your Affiliate or Solution Partner Model is compatible with the then-current Business Partner Program Services.
Partner Responsibilities
1. Partner shall introduce Business Partner Program Services to its current and prospective Customers and shall comply with all laws applicable to the Partner (including applicable data protection laws) as well anti-spam laws and those that govern email marketing rules.
2. The Affiliate may post as many Referral Links to Business Partner Program Services as Affiliate finds necessary as well as register in any search, referral, or advertising services (such as e.g. Google’s AdWords program), provided that Affiliate ensures that each website containing a Referral Link meets the terms of this Agreement.
3. Partner shall not:
1. purchase or register search engine keywords, AdWords, search terms or other identifying terms that the Company considers in its sole discretion as promoting sexually explicit materials, violence, firearms or weapons, illegal activities, fake or counterfeit items, promote gambling or betting, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or infringing upon others’ intellectual property rights,
4. register any domain names which are identical or similar to the Company’s (including but not limited to domains, names, Services and Business Partner Program Services) or any other trademarks owned by the Company and Partner shall at all times comply with reasonable guidelines for the use of such trademarks as may be issued from time to time by Company,
3. install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website.
4. Depending on the chosen option of settlement the Solution Partner:
1. For the Reseller Model: shall be solely responsible for the legal and financial relationship between the Solution Partner and their Customers (while the Solution Partner chooses an option A described in paragraph 7.1.a. – i.e. decides to make payments directly to the Company);
2. For the Referral Model: shall not be responsible for the legal and financial relationship between the Solution Partner and their Customers (while the Solution Partner chooses an option B described in 7.1. b. – i.e. decides to charge the Customer the obligation to make payments directly to the Company).
Affiliate’s cooperation
1. Partner, participating in the Business Partner Program as an Affiliate, is entitled to Referral Fee.
2. For a sale of Business Partner Program Services to generate a Referral Fee the Customer must jointly:
1. use a browser that has its cookies setting enabled,
2. follow a Referral Link,
3. purchase Business Partner Program Services and remit full payment to Company.
3. Affiliate will receive a Referral Fee from every sale of Business Partner Program Services made in accordance to paragraph 6.2.
4. Referral Fee may be a subject for adjustments for the credit card chargebacks and refunds. Fraudulent or voided transactions do not qualify as basis for Referral Fee.
5. We do not assume any responsibility for the unauthorized use of credit cards or for the use of personal or financial information from an unauthorized source or fraud.
6. Referral Fees are traced through the use of cookies. If it is not possible to track traffic from the Affiliate’s site to the Company’s website because the visitor is using cookie-blocking software, Company is only responsible for paying Referral Fee on sales that can be traced back to the Affiliate.
7. Referral Fees can only be accrued to Accounts (Licenses) created via Referral Link. Accounts (Licenses) created by the Partner without using a Referral Link or before signing up to the Program are not subject to Referral Fees and can not be migrated to the Partner’s Account.
8. Only the Affiliate who was assigned the Referral Link Customer clicked on last (the one that drove the buyer/Customer to purchase Business Partner Program Services) will get Referral Fee for the sale. Last Click Attribution Model applies here. Based on 120 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the last one.
9. The Company shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between the Company and the Customer and that the prices for the Business Partner Program Services will be set solely by the Company in its discretion.
10. All determinations of Referral Links and whether a Referral Fee is payable will be made by the Company in its sole discretion, and will be final and binding on both the Company and the Affiliate.
11. In the event that the Amount Due for a calendar month is a negative amount, the Company may, but will not be obliged to carry forward and set off such a negative amount against Amounts Due for future months which would otherwise be payable to Affiliate. If the Amount Due for a particular calendar month does not exceed 30 USD, the Company will be entitled to withhold and carry forward such amount to the end of the calendar month in which the Amount Due (including any sums carried forward in this way) exceeds 30 USD.
12. If the Amount Due exceeds 30 USD Affiliate may withdraw funds from their Partners Account at any time. Funds can be withdrawn with the value of the Amount Due.
13. Affiliate will not be entitled to receive any Referral Fees in respect of Customer who:
14. has been introduced in breach of any term of this Agreement or an agreement between the Company and a Customer,
15. makes an initial payment which is subject to a chargeback or which is reversed for any other reason,
16. fails any identity or credit checks carried out by the Company or on its behalf,
17. is located in a territory from which the Company does not accept Customers,
18. is suspected by the Company of acting in breach of the terms and conditions governing their Account (License) or any fraudulent or dishonest activity.
19. In the event described in paragraph 6.9. if any such payment has already been made to Affiliate in respect of such Customer, Affiliate will promptly repay the amount paid on receiving notice from the Company. The Company will be entitled, but not obliged, to set-off any amount owed as a result against future Referral Fees.
20. All payments made by the Company under this Agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD exclusively by methods approved by ChatFlow. Any fees connected with withdrawing funds e.g. online transaction fee, shall be borne by the Affiliate.
Solution Partner’s cooperation
1. The Solution Partner is entitled to choose one or both options of participation in the Solution Partner model of Partners Program:
1. Option A: Solution Partner introduces Business Partner Program Services to current and prospective Customers, manages payments directly to the Company for the Customers’ Accounts and resells the Business Partner Program Services. Therefore the Solution Partner is entitled to a discount granted by the Company and calculated in accordance with paragraph 7.2.
2. Option B: Solution Partner introduces Business Partner Program Services to current and prospective Customers and sets the payment for the Business Partner Program Service to the Customer. Solution Partner is then entitled to the Referral Fee calculated in accordance with paragraph 6.3.
2. While choosing the option A described in 7.1.a.
1. The Company agrees to give the Solution Partner 30% discount on the regular prices of any Business Partner Program Services available currently in the Program. Based on this discount Solution Partner sells Business Partner Program Services at the individual price set by Solution Partner for their Customers.
2. The Company does not establish any limitations for the value of reseller price. Solution Partner is entitled to determine their own price for Business Partner Program Services provided to Solution Partners’ Customers. The Company shall bear no responsibility for any legal or financial relationship between Solution Partner and their Customers.
3. For each Customer Account (License) Solution Partner selects the plan, the number of agents, the payment period and provides credit card details. Solution Partner may provide to the Customer other services related to the Company’s Business Partner Program Services including but not limited to Account management, Account customization. The Company does not participate in providing the aforementioned services and shall bear no liability for providing such services as well as for the financial conditions of those services. The Company’s commitment consists in selling the Account (License) to the Solution Partner.
4. If the credit card details are correct, the future payments will be charged automatically until the payment period expiration date. Solution Partner may cancel Customer’s Account (License) at any time without the right to a refund.
5. Solution Partner adds Customers and may manage Business Partner Program Service accounts (licenses) by his Partner’s Account. Managing Partners Account Solution Partner has the ability to cancel their Customer’s Account (Licenses) and to change credit card details. The Account (License) may be closed immediately through the Partners Account in settings, or by deleting the credit card details from the Account – then the Account (License) shall expire once the payment is not made at the next charge date.
6. Solution Partner bears sole responsibility for Customers’ Accounts (Licenses) created for their Customers and payments for the purchases of any Company’s Services.
7. The Company may terminate the Agreement with immediate effect if the Company cannot contact Solution Partner due to the Customer’s issue for the 14 days from the first attempt to contact. In such a case, the Company has the right to contact directly with the Customers due to their usage of the Business Partner Program Service.
3. While choosing the option B described in 7.1.b.:
1. Solution Partner does not select the plan, the number of agents or the payment period and does not provide credit card details.
2. The Company charges the Customer the price set out in the Company’s pricing. The Solution Partner is entitled to the Referral Fee.
3. Solution Partner does not add Customers and does not manage Business Partner Program Service Accounts (Licenses). The Solution Partner has no ability to cancel their Customer’s Account (License) nor to access or change credit card details. The Account (License) may be managed or closed only by the Customer (or the Company in case i.e. expiration of the Account once the payment is not made at the next charge date.
4. Solution Partner does not bear any responsibility for Customers’ Accounts (Licenses) created for their Customers or payments for the purchases of any Company’s Services.
4. To prepare the Customer’s Account (License) for their Customers on Solution Partner’s section of Partner’s Account Solution Partner needs to (if applicable) indicate the name and e-mail address of Customer for which the Account (License) is to be prepared.
Company’s Responsibilities
1. The Company agrees to pay the Partner Referral Fees on sales of the Business Partner Program Services referred directly by the Partner (“Referral Fees”) if that Customer has accessed the Company’s Services and the Business Partner Program Service has been purchased and paid.
2. Upon registration at the Program the Company will make available:
1. Referral Link which redirects to the applicable Company’s website with a unique login assigned (“Referral Link”). This information is saved on the computer of the visitor, who enters the applicable Company’s website through the Referral Link, in the form of a cookie which is active for a period of 30 days. Last Click Attribution Model applies here which means basing on 30 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the last one.
2. Affiliate platform, where Affiliate will be able to review statements showing the number of Customers introduced via Referral Link, trials and subscriptions for the Company’s Services, amount of the accrued Referral Fees available for withdraw in accordance with paragraph 6.10, (“Amount Due”), contact details including address, as well as payment information associated with the Affiliate’s Partners Account.
3. Solution Partner platform, where Solution Partner will be able to review and manage Accounts (Licenses) of the Company’s Services, amount of Solution Partner discount and payment status.
4. Promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc (“Licensed Materials”).
License
1. Unless otherwise indicated, all of the Licensed Materials featured or displayed on the Site and on Partner’s Account, including, but not limited to, text, logo, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof is owned by the Company, its licensors, or its third-party image partners. All elements of the Site are protected by copyright, intellectual property laws or other related. In particular the Company’s logo is a registered trademark owned by the Company and is therefore subject to national as well as international protection. Additionally the Company’s Services logos may be registered as trademarks owned by the Company and therefore subject to national as well as international protection.
2. Partner is granted a non-exclusive, non-transferable, terminable license to use the Licensed Materials during the Term of the Agreement solely for purposes of the Program and in accordance with such other limitations and restrictions as set out in this Agreement.
3. Partner may use the Licensed Materials only for purposes expressly authorized by the Company. Partner may not:
1. modify the Licensed Materials in any manner. For example, Partner may not change the proportion, color, or font of the Licensed Materials,
2. display the Licensed Materials in any manner that implies endorsement of Affiliate’s website or business by the Company outside of involvement in the Program,
3. use the Licensed Materials to disparage the Company, its Services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Licensed Materials.
4. Each Licensed Material must appear by itself, with reasonable spacing (at least the height of the Licensed Material) between each side of the Licensed Material and any other graphic or textual image. You may place the Company’s name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
Termination
1. The Company may suspend the Business Partner Program Services to Partner or terminate this Agreement at any time, based on reasonable grounds for breach or threat of breach of the Partner’s contractual obligations, the Company’s operations, its services, or the rights of other entities, 3rd parties, other partners, other clients, if not cured by the Partner within the reasonable time, if granted to Partner. In particular, the Company reserves the right to suspend the Business Partner Program Services or terminate the Agreement with the Partner immediately and without prior notification and Partner forfeit all Referral Fees or discounts if the Partner is involved with any of the following situations of, but not limited to:
1. providing false information in the registration form,
2. violating provisions of this Agreement, and any Partner’s responsibilities stated in this Agreement (including but not limited to the Section 5 of the Partner Terms),
3. any attempt to artificially inflate Referral fees will result in immediate termination of this Agreement and will forfeit all outstanding Referral Fees,
4. use of the Service or Program for illegal purposes,
5. use of the Program or Services in any way that threatens the fluidity of the Company’s infrastructure or its individual components
Furthermore, any such action will forfeit all outstanding Referral Fees.
2. If the Amount Due of Referral Fees at the moment of termination of this Agreement does not exceed 300 USD the Company will incur a termination fee of 100% of Referral Fees.
3. Partner is able to cancel Partner’s Account by making contact with the assigned Business Partner Program Manager.
Indemnification
1. You hereby agree to indemnify and hold the Company and its subsidiaries, employees, affiliates, officers, agents, partners and licensors harmless from and against any and all third party demands, claims, liability, loss, and expense including damage awards, settlement amounts, and reasonable legal fees brought against the Company or any of the above mentioned person(s), arising out of, related to or which may arise from your access to or use of the Site, your breach or alleged breach of the Partner Terms, or your violation of any third-party rights including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or any misrepresentation made by you.
2. Neither party shall be responsible for any delay or failure in performance of their obligations under these Business Partner Program Terms due to Force Majeure or other occurrences that are beyond reasonable control of the party in default or failing to fulfill obligations. By Force Majeure the Parties understand as an exceptional occurrence, caused by an external factor which cannot be foreseen, and which could not be prevented. Force Majeure occurrences include in particular: war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, pandemic, emergency government action and administrative measures, activities of entities that affect the provision of the Service of ChatFlow web pages, and whose activity is independent of the Parties. The Company shall not be liable for any claim, loss or damage if, for any reason whatsoever, its website fails or is non-operational.
Disclaimer of Warranties
1. Unless otherwise mutually agreed to by the Parties in writing, the Site is provided by the Company on an “as is”, “as available” and “with all faults” basis and hereby the Company and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied as to the Site.
2. The functions embodied on or in the Site are not warranted to be uninterrupted or without error.
3. The Company will not be liable for any damages of any kind arising from the use of the Site and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.
Limitation of Liability
1. The Company does not guarantee compatibility of offered Services with other producers’ software. Partner shall bear responsibility for the choices and consequences following from the use of other software including its applicability to Partner’s objectives.
2. The Partner Terms are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, cause of dealing or otherwise, all of which are hereby excluded to the fullest point of law.
3. In no event and under no circumstances shall the Company, its directors, members, employees or agents be liable to you for any direct, special, indirect or consequential loss or damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise in any way connected with:
1. the Site or your use of or inability to use or the performance of the Site,
2. any errors or omissions in the Site’s operation; any action taken in connection with License, copyright or other intellectual property owners,
3. any damage to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or net failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, telecommunications failure, or theft or destruction of the service).
4. By accessing the Licensed Materials, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waived.
Miscellaneous Provisions
1. If any clause or provision in the Partner Terms will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
2. Any waiver of any provision of the Partner Terms will be effective only if in writing and signed by the Company.
Applicable Law
1. All disputes arising in connection with the Partner Terms shall be primarily resolved amicably.
2. The Partner Terms will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.
3. You agree that all disputes you have with the Company in connection with the Partner Terms that cannot be amicably resolved shall be submitted for resolution by Common Court of Law at the location of ChatFlow principal office.
