This Affiliate Agreement (hereinafter “Agreement”) contains the complete terms and conditions of the agreement between you (hereinafter “Partner”) and Tidio LLC(with its registered office in 180 Steuart St,CA 94119, San Francisco), a California corporation together with its directly and indirectly wholly owned affiliates i.e.:
- Tidio Ltd with its registered office in [220C Blythe Road, W14 0HH, London] and
- Tidio Poland Sp. z o.o. with its registered office in [al. Wojska Polskiego 81, 70-481, Szczecin].
(collectively “Tidio Group”,“Tidio”,”us”, “we”, or “our”)
regarding your participation in the Tidio Affiliate Program (the “Program”). If you do not accept or understand this Affiliate Agreement, please do not register for or participate in the Program.
1.1. The binding Agreement between you and Tidio composes of this particular Affiliate Agreement that applies to your participation in the Program provided via the following Internet website www.tidio.tapfiliate.com (the “Service”), and does not alter in any way the Affiliate Agreement of any other possible agreements you may have with Tidio, its subsidiaries or affiliates.
1.2. The service is provided via the affiliate software platform “Tapfiliate”
1.3. “You” or correspondingly “Partner” 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. Please note that this Affiliate Agreement affects your legal rights and obligations. If you do not agree to be bound by all of the Affiliate Agreement rules, do not access or use the Site.
2. Other definitions
2.1. “Affiliate” means a Partner who chooses to participate in a affiliate form of the Program;
2.2. “Referral Fee” means the payments/commissions Tidio makes to a Partner in return for selling its Services or gaining customers for Tidio on the terms set out in this Affiliate Agreement;
2.3. “Referral Link” means a link containing a unique affiliate ID (ref) - an additional information assigned to Partner’s account, thanks to which Tidio knows which Partner gets a credit for each sale. Referral Link will be created on tidio.com domain. For the avoidance of doubt using Shopify plugin, Wix plugin or Wordpress plugin is not allowed;
2.4. “Last Click Attribution Model” means the principle on which customers who click the Referral Link lead by more than one Partner, are assigned to a specific Partner;
2.5. “Amount Due” means the final amount to be paid to the Partner due to activity in the Program;
2.6. “Licensed Materials” means promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc.;
3. Data protection provisions
3.1. This Agreement shall be supplemented by General Data Protection Compliance form available through this link.
3.2. Any observation or breach of data protection may be reported via email@example.com
3.3. The Partner also agrees and warrants that he or she complies with all applicable data protection laws (including The General Data Protection Regulation (GDPR) (EU) 2016 / 679) while collecting and processing their customers’ personal data gained for the purpose of accessing the Program (including but not limited to: gaining consents for data processing, if applicable, and gaining consents for data transfer). The Partner is responsible for the lawful acquisition and processing of personal data transferred to Tidio through the Program.
4. Application process
4.1. When you apply for the Program, you must:
Create account via the Service (www.tidio.tapfiliate.com);
Provide accurate answers in the requested fields in the Program signup form;
Agree to the terms and conditions of this Agreement.
4.2. Tidio may request additional information about you in order to make sure that you qualify for the Program. At a minimum, Affiliates must be familiar with the Tidio service portfolio.
4.3. Tidio is under no obligation to accept you as an Affiliate and may refuse your application for any reason.
4.4. Upon acceptance of the terms stipulated in this Agreement, Tidio will activate your Partner account at Tidio Partner Service (“Affiliate Account”).
5. Partner Responsibilities
5.1. The Partner shall introduce Tidio Services to current and prospective customers and will comply with all laws (including applicable data protection laws) as well as those that govern email marketing and anti-spam laws.
5.2. The Partner may post as many Referral Links to Tidio as the Partner finds necessary as well as register in any search or referral service, provided that the Partner ensures that each website containing a Referral Link meets the terms of this Agreement.
5.3. The Partner shall not:
5.3.1. register Referral Links in advertising service (such as e.g. Google’s AdWords program),
5.3.2. purchase or register search engine keywords like “Tidio” or tidio.com domain, as well as search terms or other identifying terms that Tidio 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,
5.3.3. register any domain names which are identical or similar to Tidio or any other trademarks owned by Tidio and the Partner shall at all times comply with reasonable guidelines for the use of such trademarks,
5.3.4. 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 of other content on a website in a way that interferes with a person’s ability to view that website.
5.4. Solution Partner:
5.4.1. shall be solely responsible for the legal and financial relationship between the Solution Partner and their customers.
6. Referrals Fee and its payments
6.1. Upon activation of the Affiliate Account, the Partner will have the opportunity to earn a fee for referring Clients to Tidio (hereinafter “Referral Fee”) subject to the terms and conditions provided in this Agreement.
6.2. The Partner will be entitled to a Referral Fee only if the Clients (hereinafter “Referred Client”):
- use a browser that has its cookies setting enabled;
- sign up for Tidio Services using a specific Referral Link provided by Tidio and purchase Tidio Services, except “Professional plan”;
- pay for Tidio’s additional plan.
6.3. Partner will receive a Referral Fee which amounts to non-negotiable 30% of Net Income from every sale of Tidio Service made in accordance with paragraph 6.2. Net Income means total income from customers as long as they are Tidios’ customers.
6.5. Referral Fees can only be accrued to accounts (licenses) created by the Partner 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.
6.6. Only the Partner who was assigned the Referral Link customer clicked on last (the one that drove the buyer/customer to purchase Tidio Service) will get Referral Fee for the sale. Last Click Attribution Model applies here. Based on 90 days cookie lifetime the Referral Fee is paid to the Partner whose Referral Link was clicked as the last one.
6.7. Any euro denomination Referral Fees will be converted into US dollars for payment via PayPal or Stripe, using the real mid-market rate on the last business day of each month as the currency exchange rate. Depending on the currency settings of the Partner PayPal account, PayPal may convert the amount into some currency other than US dollar using an exchange rate that is based on PayPal’s contract with the Partner
6.8. If the accrued Referral Fee is or exceeds $50, the accrued Referral Fee will be paid to the Affiliate by approximately the 15th of the month following the end of each month via PayPal. If the accrued Referral Fee is less than $50, the Referral Fee will be further accumulated by Tidio until the accrued Referral Fee reaches at least $50.
6.9. Tidio may withhold payments of Referral Fee for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by Tidio in its sole discretion. In addition, Referred Client payments for annual subscriptions that are cancelled before 3 months from purchase or payments charged-back due to credit card fraud do not qualify for Referral Fee.
6.10. In case the Affiliate believes the Referral Fee has been wrongly calculated, the matter must be brought into Tidio’s attention by email to firstname.lastname@example.org within 5 business days of Partner receiving the report. Not doing so will constitute Partners’ acceptance of the calculation and the payment made based on it.
7. Tidio’s Responsibilities
7.1. Tidio agrees to pay the Partner Referral Fees on sales of Tidio services referred directly by the Partner (“Referral Fees”) if that customer has accessed Tidio via Referral Link and then purchased at least one of the additional plans, except “Professional plan”.
7.2. Upon registration Tidio will make available:
7.2.1. Referral Link which redirects to the Tidio website with a unique login assigned (“Referral Link”). This information is saved on the computer of the visitor, who enters the Tidio website through the Referral Link, in the form of a cookie which is active for the period of 90 days. Last Click Attribution Model applies here which means basing on 90 days cookie lifetime the Referral Fee is paid to the Partner whose Referral Link was clicked as the last one.
7.2.2. Program platform, where the Partner will be able to review statements showing the number of customers introduced via Referral Link and subscriptions for Tidio Services, amount of the accrued Referral Fees available. The information referred to above may appear on the platform with a 14-day delay.
7.2.3. Promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc (“Licensed Materials”).
7.2.4. All Materials are a copyrighted property of Tidio, its affiliates and/or third party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to Tidio, its affiliates and/or third party licensors and your use of the Materials does not grant you ownership thereof. All goodwill symbolized by and connected with such use of the Materials will insure solely to the benefit of Tidio.
8.1. Tidio reserves the right to terminate the Affiliate Agreement with immediate effect with any Partner who Tidio reasonably believes has violated this Agreement or applicable laws. Such violating Affiliate shall not be entitled to any accrued by and unpaid Referral Fees.
8.2. If the Amount Due of Referral Fees at the moment of termination of this Agreement does not exceed 50 USD Tidio will incur a termination fee of 100% of Referral Fees.
8.3. Partner is able to cancel Partner’s account by making contact via email email@example.com.
You hereby agree to indemnify and hold Tidio 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 Tidio 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 this Affiliate Agreement, 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.
10. Disclaimer of Warranties
10.1. Unless otherwise mutually agreed to by the Parties in writing, the Site is provided by Tidio on an “as is”, “as available” and “with all faults” basis and hereby Tidio and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, expressed or implied as to the Site.
10.2. The functions embodied on or in the Site are not warranted to be uninterrupted or without error.
10.3. Tidio 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.
11. Limitation of Liability
11.1. Tidio does not guarantee compatibility of offered Services with other producers’ software. User shall bear responsibility for the choice and consequences following the use of other software including its applicability to the user's objectives.
11.2. Affiliate Agreement is 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.
11.3. In no event and under no circumstances shall Tidio, 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:
11.3.1. the Site or Your use of or inability to use or the performance of the Site,
11.3.2. any errors or omissions in the Site’s operation; any action taken in connection with License, copyright or other intellectual property owners,
11.3.3 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 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, acts of god, telecommunications failure, or theft or destruction of the service).
11.4. By downloading 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 waive.
12. Miscellaneous Provisions
12.1. If any clause or provision in this Affiliate Agreement will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
12.2. Any waiver of any provision of the Affiliate Agreement will be effective only if in writing and signed by Tidio.
13. Applicable Law
13.1. All disputes arising in connection with this Affiliate Agreement shall be primarily resolved amicably.
13.2. Affiliate Agreement will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.
13.3. You agree that all disputes you have with Tidio in connection with the Affiliate Agreement that cannot be amicably resolved shall be submitted for resolution by the Common Court of Law at the location of Tidio LLC. principal office.