Last updated: 12/28/2021
The Partner Terms between you and the Company are effective by virtue of your registration to the Partner Program made available through the following Internet website https://partners.livechat.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.
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.
”LiveChat, Inc.” [also “Company” or “we”] means LiveChat, Inc. with its principal office in Boston, Massachusetts, 101 Arch Street, 8th Floor, Boston MA 02110, the United States of America providing the Partner Program.
“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.
“Services” means services supplied by LiveChat, Inc. under the main Terms and Conditions and specified thereof, namely: LiveChat, HelpDesk, ChatBot and Knowledge Base, available for Customers via the following Internet websites www.livechatinc.com, www.helpdesk.com, www.chatbot.com, www.knowledgebase.ai or via mobile applications.
“Partner Program Services” means services available for partners via LiveChat. Inc.’s Partner Program, namely: LiveChat, ChatBot, Second Tier Affiliation. Notice: ChatBot Partner Program Service is available in the Program only in the Affiliate model and in Solution Partner model, option B described in paragraph 7.1.b.
“License” [also “Account”] means the account created by the Customer or by the Partner for the Customer for providing Services to the Customer.
“Partner’s Account” means an account created by the Partner in the Program via the Site for managing the Program.
“Affiliate” means a Partner who chooses to participate in an Affiliate Program;
“Solution Partner” means a Partner who chooses to participate in a Solution Program under Reseller or Referral model(s).
“Solution Program” means LiveChat Partner Program for Affiliates available in the form of Referral Model and Reseller Model.
“Referral Model” means participation in the LiveChat Partner Program under the terms of referring Services and acquiring Customers by means of Referral Link.
“Referral Fee” means the payment/commission LiveChat, Inc. makes to a Partner in return for selling its Partner Program Services or gaining Customers via Partner Program Services on the terms set out in the Partner Terms.
“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.
“Reseller Model” means to participate in the LiveChat Partner Program under the terms that require the Affiliate to purchase a license and then resell it to the Customer.
“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.
“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.
“Amount Due” means the final amount to be paid to the Partner due to his activity in the Program.
“Licensed Materials” means promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images, and similar identifying material etc.
“Site” means web page LiveChat Partner Program belonging to LiveChat, Inc. enabling access to the Partner Program.
“Program” means this Partner Program offered by LiveChat, Inc.
The Company is dedicated to protecting personal data and promoting compliance with rules set forth by, among others, the European Union.
Any observation or breach of data protection may be reported via email@example.com
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.
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.
The Company reserves the right in its sole discretion at any time to refuse anyone’s participation in the Program.
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 currently visible LiveChat Partner Program 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.
LiveChat, Inc. reserves the right to suspend or terminate the Agreement in the event of non-performance of contractual terms and conditions of this Agreement in the situation of, but not limited to:
Partner is able to choose between two models of participation in the 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).
Partner acknowledges and agrees that all the sums of Referral Fee payable under the Program are calculated jointly for the purpose of fulfillment of tax obligations.
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 recognized by Company in its discretionary power as corresponding to the engagement of the Partner in the Customer acquisition.
The features and functions of the Partner Program Services may change over time at our sole discretion, provided, however, we will not materially decrease the overall functionality of the Partner Program Services. It is your responsibility to ensure that your Affiliate or Solution Partner Model is compatible with the then-current Partner Program Services.
Partner shall introduce 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
The Affiliate may post as many Referral Links to 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.
Partner shall not:
Partner, participating in the Partner Program as an Affiliate, is entitled to Referral Fee.
For a sale of Partner Program Services to generate a Referral Fee the Customer must jointly:
Affiliate will receive a Referral Fee which amounts to 20% of Net Income from every sale of Partner Program Services made in accordance to paragraph 6.2. Net Income means total income from customer.
In case the Affiliate uses the Second Tier Affiliation their Referral Fee is 5% of Net Income from every sale made by the referred partner.
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.
We do not assume any responsibility for the unauthorized use of credit cards or for the use of personal or financial information from an unauthorised source or fraud.
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.
Only the Affiliate who was assigned the Referral Link Customer clicked on last (the one that drove the buyer/Customer to purchase 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.
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 Partner Program Services will be set solely by the Company in its discretion.
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.
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 50 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 50 USD.
If the Amount Due exceeds 50 USD Affiliate may withdraw funds from their Partners Account at any time. Funds can be withdrawn with the value of the Amount Due.
Affiliate will not be entitled to receive any Referral Fees in respect of Customer who:
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.
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 PayPal. Any fees connected with withdrawing funds e.g. online transaction fee, shall be borne by the Affiliate.
While choosing the option A described in 7.1.a.
While choosing the option B described in 7.1.b.:
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.
The Company agrees to pay the Partner Referral Fees on sales of the Partner Program Services referred directly by the Partner (“Referral Fees”) if that Customer has accessed the Company’s Services and the Partner Program Service has been purchased and paid.
Upon registration at the Program the Company will make available:
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.
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.
Partner may use the Licensed Materials only for purposes expressly authorized by the Company. Partner may not:
If the Amount Due of Referral Fees at the moment of termination of this Agreement does not exceed 50 USD the Company will incur a termination fee of 100% of Referral Fees.
Partner is able to cancel Partner’s Account by making contact with the assigned Partner Program Manager.
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.
Neither party shall be responsible for any delay or failure in performance of their obligations under these 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 LiveChat, Inc. 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.
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.
The functions embodied on or in the Site are not warranted to be uninterrupted or without error.
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.
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.
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.
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:
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.
Any waiver of any provision of the Partner Terms will be effective only if in writing and signed by the Company.
All disputes arising in connection with the Partner Terms shall be primarily resolved amicably.
The Partner Terms will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.
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 LiveChat, Inc. principal office.