THESE AFFILIATE TERMS & CONDITIONS (“AFFILIATE TERMS” OR “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (THE AFFILIATE) AND CHATRACE. BY CLICKING ON THE “SUBMIT” BUTTON WHEN YOU SUBMIT YOUR AFFILIATE APPLICATION, COMPLETING THE REGISTRATION PROCESS TO BECOME A CHATRACE AFFILIATE PARTNER, AND/OR PARTICIPATING IN THE CHATRACE AFFILIATE PROGRAM, YOU ARE CONFIRMING YOUR AGREEMENT TO THESE TERMS ON BEHALF OF YOURSELF, OR IF YOU REPRESENT A COMPANY OR OTHER ENTITY, ON BEHALF OF THAT COMPANY OR ENTITY. DO NOT CLICK “SUBMIT” OR PARTICIPATE IN THE AFFILIATE PROGRAM IF YOU DO NOT AGREE TO THESE TERMS.
“Affiliate” means a person or entity other than Chatrace that participates in the Affiliate Program after agreeing to these Affiliate terms. The words “you” and “your”, whether or not capitalized, also refer to Affiliate.
“Affiliate Program” and “Program” mean Chatrace’s program whereby Affiliates can earn commissions by referring new subscribers to Chatrace, as set forth in these Affiliate Terms.
“Commission” means money earned by you as an Affiliate in the Program pursuant to these Affiliate Terms.
“Chatrace” (also, or capitalized versions of those words) means Chatrace LTD, a corporation based in London, UK. The words “we”, “us”, and “our”, whether or not capitalized, also refer to Chatrace.
“Referral Link” means a hyperlink to Chatrace that an Affiliate has placed on or in the Affiliate’s website(s), newsletter(s), or social media postings, for the purpose of getting third parties to obtain Subscriptions to the Service.
“Service” as used herein means Chatrace’s online chatbot platform and related functionality.
“Subscriber” means a party who has legally obtained a Subscription to use our Service.
“Subscription” means the right obtained by a Subscriber to use any of our plans and who has paid Chatrace the required fees for the same.
There are other defined terms below, each of which is Capitalized.
(a) Application Required. To be considered for participation in the Program as an Affiliate, you must complete and submit a Program Application form (“Application”).
(b) Acceptance of your Application: If we choose to accept your Application, you will receive an email notifying you that your Application has been approved. You understand and agree that we may accept or reject your Application at our sole discretion. Reasons for rejection include but are not limited to things like the following: If any of the information you provide is inaccurate or incomplete; or if your website promotes content of a misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic nature, or if you have had your access to Chatrace’s Service terminated due to violation of the terms and conditions that govern our Service, or for any other reason we may deem fit to reject your Application.
(c) Post-Acceptance Account Access: If we accept your Application, we will send you a welcome email with your login details for your Affiliate account. From your account, you will be able to download promotional materials, find information on Referral Links and suggested content to promote Chatrace, and when you start earning Commissions, you will see information on those Commissions. It is your responsibility to keep your username and password information secure. YOU MAY NOT SHARE YOUR LOGIN CREDENTIALS WITH ANY OTHER PERSON OR ENTITY.
(d) You agree to ensure that the information you provide us in your Application and in your account is at all times complete, accurate, and up-to-date (you may update it in your account). We will send communications to the email address associated with your account; you agree to receive these and understand and agree that if you opt-out of receiving them or ask us to delete your personal data, your participation in the Program may be terminated by Chatrace. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
As a member of our Affiliate Program, you represent, warrant, and agree to all of the following:
(a) Best Efforts and Referral Links: You will use your best efforts to promote Chatrace. You will implement Referral Links pursuant to the referral specifications set forth in the Program materials we have provided to you.
(b) Maintaining your Site: You agree to maintain all of the websites, social media accounts, and newsletters you use to promote Chatrace.
(c) Compliance with Laws: At all times, you will follow and comply with all applicable privacy, copyright, and other laws that pertain to your website, including but not limited to the GDPR, the UK GDPR, CCPA, and any and all other applicable privacy laws.
(d) Limited Right to Use the Chatrace Name: You are not permitted to (i) promote Chatrace through paid advertising or media buying, or (ii) use the Chatrace “Name” (as defined below) in any domain name or as part of your username on any social media platform or account. The word “Name” as used here includes “Chatrace”, all Chatrace logos, and the names of all Chatrace products, offerings, and services, regardless of whether Chatrace has applied for or obtained a trademark or service mark on or for any of them.
(e) No Paid Advertising: You are not permitted to buy or bid on any advertising using our Name, or to bid on or buy the rights in or on any search tool or search engine to our Name, including but not limited to in or on Google AdWords.
(f) No Promotion With Offensive Content: You may not mention or promote Chatrace on any website or platform that contains any form of misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic content. You agree that Chatrace has sole discretion to make the determination as to whether such content is present.
(g) No Cookie-Stuffing: You may not use any form of cookie-stuffing techniques or click-generators that set tracking cookies or that result in apparent clicks without the user (a live human) actually clicking on Referral Links. You may not artificially generate clicks or impressions on your site or on any social media platform or to create visits on the Chatrace site, whether by way of a robot or software program or otherwise.
(h) No Verbatim Copying Of Non-Affiliate Chatrace Content: You may and are encouraged to use any suggested content or materials Chatrace has provided you to use as an Affiliate to promote Chatrace, verbatim. However, you may not use or copy any other content appearing on any Chatrace website or anywhere else that Chatrace uses or posts content in a word-for-word fashion; any and all use of such other Chatrace content must be in the form of paraphrasing.
(i) No Copying or Using Chatrace Look-and-Feel: You may not copy the look and feel of any Chatrace website or web page.
(j) No Use Of Spyware, Malware, Viruses, And The Like: You may not make any use of any form of spyware, malware, trojan, tracker, virus, or any such things, in connection with any Referral Link or otherwise in connection with the Program.
(k) No Misrepresenting Our Relationship: You may not represent or hold yourself out to third parties as being anything beyond an Affiliate of Chatrace (and, if you are a customer of Chatrace, that you are a customer). For example, you may not state or imply that you are a partner or representative, or agent of Chatrace or that you have the authority to bind Chatrace to a contract, or that you are an agent or employee of Chatrace or in business with Chatrace. You may not state or imply that you represent Chatrace in any capacity unless we have specifically authorized you to do so outside of the Program.
(l) No Use Of Browser Extensions To Promote Chatrace Without Written Approval: You may not create, offer, sell, distribute, or otherwise provide any browser extension related to Chatrace without our prior written approval.
(m) Chatrace employees: No past or present employees of Chatrace or family members of employees of Chatrace can participate.
(n) Non-Disparagement: In exchange for receiving Affiliate Commissions, you agree that you will not publicly disparage Chatrace or any of its products or services or owners, directors, or staff, whether during or after your participation in the Program.
(o) You agree that Chatrace may terminate your participation in the Program if you violate any part of this Section 2 or any other provision of these Affiliate Terms.
As a member of our Affiliate Program, you understand and agree that Chatrace has all of the following rights as concern you, among the other rights set forth elsewhere in these Terms:
(a) We Can Monitor your Site: You hereby give us the right to monitor your website to make sure that you are complying with these Affiliate Terms and to notify you of any changes we believe you should make to your website to remain in compliance. We reserve the right to terminate your participation in the Program if you fail or refuse to make such changes after we have so notified you.
(a) Eligibility: Except in jurisdictions in which payment of Commissions is not permitted, and/or where we have not accepted your Application to be an Affiliate, and/or where you have violated these Affiliate Terms, you will be eligible to earn Commissions as set forth in this Section 4. The Whitelabel plan and all payments related to Whitelabel isn't eligible for the affiliate.
(b) How Commissions Are Earned: A Commission is earned when a third party (not you or Chatrace or any of our respective owners, directors, agents, or employees) does all of the following: (i) The party clicks on a Referral Link, (ii) Once at the Chatrace web page to which that Referral Link points, the party signs up for a Subscription to the Service, and (iii) The party pays the applicable subscription fees. The party that completes these three steps (i)-(iii) herein shall be referred to herein as a “Referred Party”. Commissions are earned every month during which the Referred Party remains a paid Subscriber.
(c) Commissions Are Not Earned When Any or All of the Following Is the Case: The referring party is not an Affiliate, the Affiliate has violated any provision of these Affiliate Terms, one or more of the steps set forth in 4(b)(i)-(iii) is not present or met, or the party signs up for a Subscription after sixty (60) days after initially clicking on the Referral Link.
(d) Amount of Commissions: Where a Commission is due to the Affiliate hereunder, the Affiliate shall receive twenty-five percent (25%) of all Subscription fees received by Chatrace from the Referred Party, during the period that the Referred Party maintains a Subscription. You acknowledge and agree that Chatrace, in its sole discretion, shall determine the price of any and all Subscriptions and that discounts and promotions offered or given by Chatrace to the Referred Party may impact their Subscription fees and, by extension, the amount of your Commission. Note that other things (for example, those discussed in Sections 4(g) and (h) below, among others) can affect whether you are entitled to a Commission or the amount of a Commission.
(e) Payment of Commissions: Commissions earned will be calculated on a monthly basis, and will in any case be paid to the Affiliate after sixty (60) days of Chatrace’s receipt of payment from the Subscriber. At or before the time such payment is made, Chatrace will make information available to the Affiliate (in the Affiliate’s account) showing the total amount of Subscription fees received from each Referred Party during the month at issue and the Commissions earned. The minimum payment amount is 50 USD, and you must refer at least two paid customers. If you refer only one paid customer, we will hold your payment until you refer two paid customers. All payments will be made by electronic transfer. Affiliate agrees to keep updated the information and means by which it has informed Chatrace it wishes to be paid through an electronic transfer, and further agrees that any failure to do so may result in a delay or inability on the part of Chatrace to transmit payments to Affiliate.
(f) Other Things That Impact Commissions: You agree that (i) we will not pay you a Commission where the Referred Party signs up for the Subscription using a false or fraudulent means of payment, such as but not limited to using a stolen credit card, and (ii) where the Referred Party signs up for the Subscription but later receives a refund pursuant to Chatrace policy. In each of these cases (i) and (ii), you will not receive a Commission at all, or if you have already received a Commission by the time Chatrace learns that the party is done one of the things mentioned in (i) or (ii), we will deduct the amount of the Commission we paid you applicable to that payment from any future payments to you as an Affiliate.
(g) Effect of Legal Prohibitions: If we determine that payment of a Commission is not permitted under any applicable laws, or the Referred Party violated any law in signing up for a Subscription, of your violation of these Terms or applicable law resulted in the Referred Party signing up for a Subscription, we reserve the right not to pay the Commission.
(h) Taxes and Third-Party Fees: Affiliates are solely responsible for any and all government- imposed taxes and levies, and any and all fees charged by the Affiliate’s bank or other financial institution, in connection with or because of the Affiliate’s receipt of Commission payments.
(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use your personal and company names, titles, and logos in the advertising, marketing, promoting, and publicizing of the Program.
(b) We both agree not to use the other’s Names or other proprietary materials in any manner that portrays the other in a negative light. Other than the rights explicitly granted to you in these Affiliate Terms, we each retain all right, title, and interest in and to our respective rights, and no right, title, or interest in anything or any form or type of property not stated in these Affiliate Terms is hereby transferred to the other.
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING CHATRACE, THE PROGRAM, OR THE CHATRACE SERVICE. ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. CHATRACE MAKES NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR OF ANY SIGN-UP PAGE OR PROCESS WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE AFFILIATE TERMS.
You agree to defend, at your expense, Chatrace and its related entities and each of their employees, directors, officers, representatives, agents, and contractors (collectively, the “Chatrace Parties”), against any and all claims, suits, actions, or other proceedings brought against them by a third party based on or arising from any claim resulting from your breach of these Affiliate Terms (“Claim”). You further agree to indemnify the Chatrace Parties against any damages, attorneys fees, and costs awarded by the court or arbitrator in favor of the party or parties who have brought the Claim.
The term of the agreement formed by your acceptance of these terms shall continue for as long as you are an Affiliate. Either party hereto may terminate Affiliate’s participation in the Program for any reason, on sixty (60) days written notice. Such notice to Chatrace shall be sent by email to firstname.lastname@example.org.
From time to time, we may make changes to these Affiliate Terms. You agree to review these terms from time to time and that you will be bound by such changed terms unless you choose to terminate your participation in the Program. Such termination shall be your sole mode of recourse if you object to such changes. You also agree that Chatrace has the right to shut down or otherwise stop offering the Program at any time. If we do shut it down or stop it, we will still pay you all Commissions you have earned prior to that time.
(a) You represent, warrant, and agree that:
(i) You have read and understood these Affiliate Terms, and consulted your own legal counsel for advice regarding them if you felt that was necessary, before agreeing to them via the click-through process (for example, by checking an “I agree” box and then clicking on the “submit” button, or by otherwise indicating your agreement to these Affiliate Terms);
(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform your obligations under these Affiliate Terms, without the approval or consent of any other party;
(iii) If Affiliate is a company, entity, or other organization, rather than a single individual person, the person who agreed to these Affiliate Terms had the power and authority to agree to them on behalf of the Affiliate.
(b) Independent Contractors. Each of us shall be deemed to be independent and separate parties with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts anything in this paragraph.
(c) Assignability. You may not assign your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign the Program and/or these Affiliate Terms to any Chatrace entity and/or to an acquiror of Chatrace assets.
(d) Neither party shall be deemed to have waived any provision of these Affiliate Terms unless in writing and signed by both parties.
(e) Entire Agreement. These Affiliate Terms represent the entire agreement between Chatrace and Affiliate, and shall supersede all prior agreements and communications between us, whether oral or written.
(f) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is given full effect, and the remainder of these Affiliate Terms shall have full force and effect.
(g) Governing language. These terms are not provided in any language other than English. If you wish to have them translated into another language before agreeing to them, you may do so, but you agree that the English version of these Affiliate Terms shall control in all cases.