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Terms and Conditions for Partner Programs

Last updated: 08/04/2025 12:00 am

This Partner Program Operating Agreement (the “Agreement”) is made and entered into by and between Tidio LLC (“Tidio LLC” or “we”), and the party submitting an application to become a Tidio LLC Partner. Tidio LLC provides software-as-a-service solutions and enables Partners to refer Customers in exchange for a Commission or promote Tidio LLC in exchange of a flat fee under Partner Program. The Partner has submitted, or intends to submit, an application to join the Partner Program and wishes to introduce Tidio LLC to companies interested in purchasing its services and promote Tidio LLC through marketing collaboration, in accordance with the terms of this Agreement and the additional terms specified in each Offer that are incorporated as part of this Agreement. The Partner Program is made available on Tidio LLC’s website or through a dedicated website provided by an approved third party. In connection with the Partner Program, Partner may see Offers published by Tidio LLC or an approved third party that may link to a specific Program WebSite for that particular Offer. By submitting an application or participating in an Offer, Partner expressly consents to all the terms and conditions of this Agreement and of each Offer, and the individual accepting this Agreement represents that he or she has the authority to bind the Partner to the terms of this Agreement.

Definitions: 

“Act” Shall have the meaning set forth in the section “Anti-Spam Policy”.

“Agreement” Shall mean this Partner Program Operating Agreement entered into between Tidio LLC and the entity or individual applying for and accepted into the Partner Program, setting forth the terms and conditions governing such Partner’s participation therein.

“Banned Keywords” Shall have the meaning set forth in the section “Partner also agrees that”, paragraph 1 of the Agreement.

“Commission” Shall mean the monetary compensation payable to the Partner in consideration of each verified and approved Qualified Action, as defined by the terms of the applicable Offer and subject to the conditions, limitations, and payment schedule set forth herein.

“Confidential Information” Shall mean any non-public, proprietary, or sensitive information (in written, oral, digital, or any other form) disclosed by either party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential, including without limitation, business plans, marketing data, trade secrets, pricing, and customer data, strategies, know how, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, the material terms of the Agreement and any information marked or designated by the Disclosing Party as confidential.

“Flat Fee” Shall mean a non-recurring fixed payment remitted to the Partner for the execution of specific promotional activities, marketing deliverables or content creation activities, subject to: (i) the full and timely fulfillment of the conditions set forth in the applicable Offer, (ii) compliance with any associated reporting and documentation requirements, and (iii) the verification and acceptance of such fulfillment by Tidio LLC in its sole and absolute discretion.

“Force Majeure Event” Shall mean any act, event, or circumstance beyond a party’s reasonable control that prevents or delays the performance of any obligation under this Agreement, including but not limited to acts of God, natural disasters, war, terrorism, insurrection, riots, cyberattacks, epidemics, pandemics, governmental actions, labor disputes, failures of telecommunications or Internet infrastructure, or failure of third-party service providers, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to mitigate the effects thereof.

“Laws” Shall have the meaning set forth in the section “Representations and Warranties” paragraph 2 of the Agreement. 

“Licensed Materials” Shall mean any intellectual property, digital asset, Marketing Materials, links, and creative content or proprietary tool supplied by or on behalf of Tidio LLC, licensed to the Partner on a non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable basis strictly for the execution of Partner obligations under this Agreement and applicable Offers.

“Links” Shall refer to unique, trackable hyperlinks (whether graphical or textual) supplied by Tidio LLC for the express purpose of identifying traffic generated by the Partner and attributing Qualified Actions, the placement and use of which is governed strictly by this Agreement or applicable Offer. 

“Marketing Materials” Shall mean any and all promotional assets, brand elements, textual or visual content, messaging guidelines, product descriptions, landing pages, campaign banners and other creative assets made available by Tidio LLC for use exclusively in Partner’s marketing activities such as content creation governed under this Agreement and applicable Offer. 

“Media” Shall refer to all websites, social media profiles, communication channels, digital assets, or advertising media owned, operated, or otherwise controlled by the Partner, through which Partner may deploy Links or Marketing Materials for the execution of Partner obligations consistent with the terms of this Agreement and applicable Offer.. 

“Objectionable Content” Shall mean any content that is unlawful, infringing, defamatory, obscene, harassing, violent, discriminatory, misleading, or otherwise deemed unacceptable by Tidio LLC at its sole discretion, whether posted on Partner’s Media or used in connection with this Agreement or any Offer.

“OFAC” Shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Offer” Shall mean a discrete opportunity, campaign, or promotion made available by Tidio LLC to the Partner through and under the framework of the Partner Program, specifying distinct performance conditions, Commission or flat-fee structures, duration, and any additional terms and obligations, all of which are deemed incorporated by reference into this Agreement.

“Partner” Shall mean any individual or legal entity who has submitted an application to the Partner Program, has been formally accepted by Tidio LLC, and who engages in referral or content creation activities or other activity pursuant to the terms and conditions set forth in this Agreement and any applicable Offer.

“Partner Network” Shall mean the Partner’s own network of Third Party Partners, to whom the Partner may provide access to Links, subject to full compliance with the terms of this Agreement and provided that such Third Party Partners have affirmatively accepted terms of this Agreement and applicable Offer. 

“Partner Program” Shall mean the commercial collaboration framework operated by Tidio LLC, pursuant to which Partners are authorized, upon acceptance into the program, to either: (i) refer prospective customers to Tidio LLC in exchange for a Commission or a flat-fee, depending on applicable Offer; or (ii) engage in content creating and marketing activities related to Tidio LLC’s services and brand, in exchange for a flat-fee payment.

“Program Website” Shall mean the online platform or website designated by Tidio LLC or an authorized third party for the implementation and tracking of specific Offers and the performance of Partner activities under this Agreement or applicable Offer.

“Qualified Action” Shall mean a referral or lead submission that meets all eligibility and performance criteria as further specified in Section titled “Obligations of the Parties”, paragraph 2 of this Agreement. Only actions that fully satisfy the conditions set forth therein shall be deemed Qualified Actions for the purposes of commission calculation and payment under the Partner Program.

“Referral Tools” Shall mean the technical means, including but not limited to submission forms authorized by Tidio LLC for use by Partner in transmitting lead information to Tidio LLC for consideration as Qualified Actions.

“SDN” Shall mean a “Specially Designated National”, i.e., any individual or entity listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC, with whom U.S. persons are generally prohibited from conducting business.

“Third Party Partner” Shall mean any downstream affiliate, sub-partner, or independent contractor within the Partner’s own Partner Network, authorized by the Partner to access and utilize Links subject to the Partner’s direct supervision and full compliance with this Agreement.

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa.

Enrollment in the Partner Program

Partner must submit a Partner Program application via Tidio LLC’s website or via a dedicated website provided by a third party, validated and approved by Tidio LLC. The Partner must provide accurate and complete information in the Partner’s application. After Tidio LLC reviews Partner’s application, Tidio LLC will notify Partner of Partner’s acceptance or rejection to the Partner Program. Tidio LLC may accept or reject a Partner’s application at Tidio LLC’s sole discretion for any reason, including but not limited to the type of Partner Program/Offer the Partner applied for.

Obligations of the Parties

Subject to Tidio LLC’s acceptance of Partner as a partner and Partner’s continued compliance with the terms and conditions of this Agreement, Tidio LLC agrees as follows:

  1. Tidio LLC will make available to Partner, depending on the type of collaboration, (i) Links which Partner may display on Partner’s, Media, and/or (ii) Referral Tools, to be used by the Partner for the submission of customer referrals, and/or (iii) Marketing Materials, intended to support the Partner in effectively conducting authorized marketing activities such as content creation and refer-a-friend programs. The Links will serve to identify Partner as a member of Tidio LLC’s Partner Program and will establish a link from Partner’s Media to the Program WebSite. The Referral Tools will serve as a tool to acknowledge and attribute the Partner as the source of a referred lead. The Marketing Materials may be used by the Partner to promote Tidio LLC in accordance with the terms of this Agreement and any applicable Offer.
  2. Tidio LLC shall pay the Partner a Commission for each Qualified Action that arises from the Partner’s activities conducted under the Partner Program. A “Qualified Action” means an entrepreneur who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site or whose details were submitted by the Partner via approved Referral Tools; and (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person (as determined by Tidio LLC), (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by Tidio LLC, (v) is not later determined by Tidio LLC to be fraudulent, incomplete, unqualified or a duplicate user; (vi) is not a current or past (within the preceding six months) Customer of Tidio LLC, (vii) has not previously expressed or submitted interest in Tidio LLC’s services prior to the Partner’s referral (including via another source) (viii) is not the Partner nor any entity affiliated with or controlled by the Partner.
  3. Tidio LLC shall pay the Partner a one-time flat fee in connection with promotional, marketing, or content creation campaigns undertaken by the Partner, provided that such activities are conducted using authorized Marketing Materials and meet the performance criteria set forth in the applicable Offer. The specific amount and conditions of such flat-fee compensation shall be governed exclusively by the terms of the relevant Offer issued by Tidio LLC. Flat-fee arrangements do not fall under the Commission scheme and shall be governed by the specific terms agreed between Tidio LLC and the Partner. Attribution and reporting methods for such campaigns shall be determined by Tidio LLC in its sole discretion.
  4. Partner Commissions for each Qualified Action shall be payable by PartnerStack software for a period stated in the Offer, provided that the Customer has paid Tidio LLC for such services. Each Offer may have its own specific Commission payment terms, which shall be determined solely and exclusively by Tidio LLC,After the expiry of the applicable Commission payment period, the Partner will no longer be entitled to receive any further Commissions related to that Customer, regardless of any subsequent payments made by the Customer.
  5. For Offers based on a flat-fee structure, Tidio LLC will pay the Partner a one-time fee, provided that the applicable performance criteria and deliverables set forth in the respective Offer or agreement have been met to the satisfaction of Tidio LLC. Unless specified otherwise, flat-fee payments will be processed within thirty (30) days following the Partner’s fulfillment of the agreed conditions and delivery of any required reporting or documentation. All flat-fee payments shall be made via the payment method designated by Tidio LLC or through PartnerStack. Tidio LLC reserves the right to verify the completion and authenticity of any action or campaign attributed to the Partner prior to approving payment. In the event that the Partner fails to meet the conditions of a flat-fee Offer, Tidio LLC may withhold payment in full or in part until the required conditions are fulfilled and satisfactorily validated by Tidio LLC, or permanently deny payment if the conditions are not met within a reasonable timeframe. The Partner shall not be entitled to any recurring compensation related to flat-fee campaigns, unless explicitly stated otherwise in the applicable Offer.
  6. Tidio LLC reserves the right to charge back to the Partner’s account any previously paid Commission for Qualified Actions that are later determined to have not met the requirements to be a Qualified Action or for any previously paid flat-fees for Partner’s actions that are later determined by Tidio LLC to be fraudulent, incomplete, or materially deficient. 
  7. Payment for Commissions is dependent upon Clients providing such funds to Tidio LLC, and therefore, Partner agrees that Tidio LLC shall only be liable to Partner for Commissions to the extent that Tidio LLC has received such funds from the Clients. Payment of flat-fee is subject to the Partner’s full compliance with all terms and conditions specified in the applicable Offer and the Agreement and acceptance by Tidio LLC of the marketing/promotion/content creation activity.
  8. Tidio LLC shall automatically generate an invoice on behalf of Partner for all Commissions and flat-fees payable under this Agreement and shall remit payment to Partner based upon that invoice. All tracking of Links, marketing/promotion/content creation activities, refer-a-friend referrals and determinations of Qualifed Actions, Commissions and flat-fees shall be made by Tidio LLC in its sole discretion. In the event that Partner disputes in good faith any portion of an invoice, Partner must submit that dispute to Tidio LLC in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims or challenges based upon that invoice. In the event that Partner is also tracking Qualified Actions, marketing/promotion/content creation activities, refer-a-friend referrals and Partner claims a discrepancy, Partner must provide Tidio LLC with Partner’s reports within three (3) days after 30th day of the calendar month, and if Tidio LLC’s and Partner’s reported statistics vary by more than 10%, or, in the case of marketing/promotion/content creation, has provided sufficient qualitative or quantitative evidence of performance, and Tidio LLC reasonably determines that Partner has used generally accepted industry methods to track Qualified Actions and content creation activities, then Tidio LLC and Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Tidio LLC’s data, qualitative assessment, and final determination shall govern.
  9. If Partner has an outstanding balance due to Tidio LLC under this Agreement or any other agreement between the Partner and Tidio LLC, whether or not related to the Partner Program, Partner agrees that Tidio LLC may offset any such amounts due to Tidio LLC from amounts payable to Partner under this Agreement.
  10. Tidio LLC will not be responsible for any expenses of the Partner in the course of the performance of its obligations hereunder.

Partner also agrees that:

  1. It has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media, and Marketing Materials and content created or distributed as part of the Partner’s marketing activities under the Partner Program, including but not limited to content creation activities and refer-a-friend initiatives.
  2. All materials created, published, distributed, or otherwise used in connection with the Partner Program, whether on Media, within content collaborations, social media posts, advertisements, referral forms, or any other channel (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Tidio LLC informs Partner that it considers it as Objectionable Content.
  3. It will not make any representations, warranties or other statements concerning Tidio LLC or Client or any of their respective products or services, except as expressly authorized herein.
  4. The Media does not copy or resemble the look and feel of the Program Web Site or create the impression that the Media is endorsed by Tidio LLC or Clients or a part of the Program Web Site, without prior written permission from Tidio LLC.
  5. It will comply with all (i) obligations, requirements and restrictions under this Agreement, Offer and (ii) laws, rules and regulations as they relate to its business, Media, marketing activities, and use of Links, Referral Tools, or Marketing Materials. In particular, the Partner shall procure that all processing of personal data connected with the performance of the Agreement, including all data transfers, as well as all marketing activities, are done in accordance with applicable law (especially that there is a valid legal basis for those activities).
  6. It will comply with the terms, conditions, guidelines, and policies of any third-party services used by Partner in connection with the Partner Program, including but not limited to, email providers, social networking services, and ad networks.
  7. It will always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Partner Program and the provision of such personally identifiable information to Tidio LLC and Clients for use as intended by Tidio LLC and Clients.
  8. It will always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Tidio LLC or Client, or as required by applicable laws regarding such Offers.
  9. It will not place Tidio LLC ads on any online auction platform (i.e. eBay, Amazon, etc).


Without prejudice to the above, Partner shall not use:

  1. banned keywords: bidding on any online advertising system (such as Google AdWords) for the following keywords and any variation broad/phrase/exact match) or misspelling thereof: “Tidio” (“Banned Keywords”). (Partner shall include “Tidio” and the most common misspellings to the list of negative keywords);
  2. SPAM or unsolicited email promotion. (However, Partner may send emails to people who have given Partner valid permission to send them marketing emails for products and services similar to services offered by Tidio LLC);
  3. pop-up/under advertising (unless it is agreed upon with Partner account manager);
  4. so-called comment SPAM: posting referral links on blogs, social networks, message boards, and forums in cases where the discussion or content is not related to the services offered by Tidio LLC. (However, Partner may advertise its referral link on websites that are discussing live chat/chatbots services);
  5. automated bots to post comments containing Partner’s affiliate link;
  6. so-called Black Hat techniques: using Black hat SEO marketing on Partner’s websites, such as keyword stuffing, invisible text, doorway pages, etc.;
  7. cookie stuffing techniques: Partner is not allowed to use cookie stuffing techniques that set the affiliate cookies without the referred visitor’s knowledge or generate hidden forced clicks of Partner’s affiliate links (e.g. via iframe, image, popup, javascript, flash-based cooking stuffing, etc.);
  8. any materials that infringe any intellectual property rights, including the use of Tidio LLC’s trademarks (e.g. “Tidio” and other trademarks registered by Tidio LLC) in the domain name. Partners may only use such marks in accordance with the provided Marketing Materials and to the extent necessary to fulfill obligations under the applicable partnership model;
  9. Partner’s affiliate or referral link, lead form, or landing page to self-refer, place test transactions, or otherwise generate illegitimate leads, or to order subscriptions on behalf of the Partner or third parties in violation of this Agreement or applicable law.

Additionally Partner undertakes not to:

  1. offer incentives to users such as cashback or other rewards, except where facilitated by features on Tidio LLC’s site;
  2. place Partner’s affiliate links on any website which contains content which is: unlawful, harmful, threatening or otherwise objectionable; violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive; violates platform policies of social networks or advertising channels; promotes or supports gambling or sweepstakes contests; facilitates or promotes illegal file sharing, copyright infringement or computer hacking; facilitates or promotes any other criminal activity or breach of law.

Partner shall contact its account manager at Tidio LLC in case of any doubts as to whether Partner’s promotion methods and materials are in line with Tidio LLC policy or the Agreement.

The following additional program-specific terms shall apply to any promotional programs set forth below:

Email Campaigns

All Partner email campaigns are subject to prior approval by Tidio LLC.

Advertising Campaigns

  1. No Links can appear to be associated with or be positioned on chat rooms or message or bulletin boards unless otherwise agreed by Tidio LLC in writing or when clearly integrated into pre-approved influencer, content, or social media campaigns. The use of any pop-ups/unders is fobiddden.
  2. Partner shall ensure that advertising campaigns do not violate any applicable national or international advertising and marketing laws, as well as any intellectual property rights of third parties.
  3. Partner shall not use Banned Keywords (as defined above in these Partner Program Terms) and make any bidding on any referencing service or search engine (such as Google AdWords), paid or otherwise, in any meta tags, advertising, search terms, code, or in a similar manner, for any goods or services, either similar or not to Tidio LLC’s products or services.
  4. Partner shall be solely responsible for complying with legal requirements when publishing any content, including advertisements. Tidio LLC shall never be held responsible for the content of commercials or the context, how and where the commercials are used, released, made available, published, or disseminated. Partner shall hold Tidio LLC harmless from and against any and all losses, damages, liabilities, claims, liens, costs and expenses resulting from the above. This includes all materials produced or distributed by the Partner, such as sponsored posts, video content, landing pages, product placements, blog articles, or any referral-driven communications created as part of the Partner Program.

Partner Network Campaigns

  1. For all Partners that maintain their own Partner Networks, Partner agrees to place the Links in its Partner Network for access and use by the Third Party Partners in the Partner Network. Partner agrees that it will expressly forbid any Third Party Partner to modify the Links in any way.
  2. Partner agrees to maintain its Partner Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Partner whose web site or business model involves content containing Objectionable Content. All Third Party Partners must be in good standing with Partner. Partner must require and confirm that all Third Party Partners affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links.
  3. In shall promptly terminate any Third Party Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement.
  4. In the event that either party suspects any wrongdoing by a Third Party Partner with respect to the Links, Partner shall promptly disclose to Tidio LLC the identity and contact information for such Third Party Partner. Partner shall promptly remove any Third Party Partner from the Partner Program and terminate their access to future Offers of Tidio LLC in the Partner Network upon written notice from Tidio LLC. Partner shall remain liable for all acts or omissions of any Third Party Partner.

Confidentiality

For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:

  1. a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
  2. the material terms of the Agreement; and
  3. any information marked or designated by the Disclosing Party as confidential.

The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:

  1. who need to know such information in order for the Receiving Party to perform its obligations hereunder; and
  2. who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:

  1. is generally available to or known to the public through no wrongful act of the receiving party;
  2. was independently developed by the Receiving Party without the use of Confidential Information; or
  3. was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.

The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.

Limited License & Intellectual Property

Partner may not alter, modify, manipulate or create derivative works of the Links or any Tidio LLC graphics, creative, copy or other materials owned by, or licensed to, Tidio LLC in any way. Partner is only entitled to use the Links to the extent that Partner is a member in good standing of the Partner Program. Tidio LLC may revoke Partner’s license any time by giving Partner written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Partner any rights to any of Tidio LLC’s trademarks, service marks, copyrights, patents or trade secrets. Partner agrees that Tidio LLC may use any suggestion, comment or recommendation Partner chooses to provide to Tidio LLC without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by Tidio LLC.

Partner is granted a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to use the materials, links, branding assets, and creative content provided by Tidio LLC (“Licensed Materials”) solely for the purpose of executing activities as outlined in the applicable Offer or Agreement.

Partner may not alter, modify, manipulate, adapt, or create derivative works of any Licensed Materials, including Tidio LLC’s graphics, copy, trademarks, visuals, messaging guidelines, product descriptions, or any other content owned by or licensed to Tidio LLC, unless explicitly authorized in writing by Tidio LLC (e.g., via a creative brief or content approval).

This license applies only while the Partner is in good standing under the Partner Program and only within the scope, duration, and territories specified in the relevant Offer or Agreement. Tidio LLC reserves the right to revoke this license at any time by providing written notice.

Except as expressly stated herein, nothing in this Agreement grants the Partner any right, title, or interest in or to Tidio LLC’s intellectual property, including but not limited to its trademarks, service marks, copyrights, patents, trade secrets, and proprietary tools.

Partner agrees not to register, purchase, or use any domain names, social media handles, or advertising identifiers containing Tidio LLC’s trademarks or confusingly similar variants.

Partner also agrees that any suggestion, feedback, content, or idea submitted to Tidio LLC in the context of the Program may be freely used by Tidio LLC without compensation and for any purpose, including commercial use, product development, or marketing. Tidio LLC retains all rights not expressly granted herein.

Termination

This Agreement shall commence on the date of Tidio LLC’s approval of Partner’s Partner Program application and shall continue thereafter until terminated as provided herein. Partner may terminate Partner’s participation in the Partner Program at any time by removing all Links, Referral Tools, Marketing Materials, custom landing pages, and any other promotional assets provided by or created in collaboration with Tidio LLC, from all channels, platforms, and Media controlled by the Partner, and by ceasing all related promotional activities. Tidio LLC may terminate Partner’s participation in one or more Offers or this Agreement at any time and for any reason which Tidio LLC deems appropriate, with or without prior notice to Partner by disabling the Links, Referral Tools, and Marketing Materials or providing Partner with a written or e-mail notice. Upon termination of Partner’s participation in one or more Offers or this Agreement for any reason, Partner will immediately cease all use of and delete all Links, plus all Tidio LLC or Client intellectual property, and will cease representing yourself as a Tidio LLC or Client partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

Suspension

In addition to any other rights and remedies available to Tidio LLC under this Agreement Tidio LLC reserves the right to reject, remove, or delete any actions, leads, content submissions, or referrals and withhold and freeze any unpaid Commissions or flat-fees or charge back paid Commissions or flat-fees to Partner’s account if (i) Tidio LLC determines that Partner has violated this Agreement or applicable Offer terms, (ii) Tidio LLC receives any complaints about Partner’s participation in the Partner Program which Tidio LLC reasonably believes is in violation this Agreement or applicable Offer terms (iii) any Qualified Action or content created/referral is later determined to have not met the requirements set forth in this Agreement or on the Partner Program. Such withholding or freezing of Commissions or falt-fees, or charge backs for paid Commissions or flat-fees, shall be without regard as to whether or not such Commissions or flat-fees were earned as a result of such breach. In the event of a material breach of this Agreement, Tidio LLC reserves the right to disclose Partner’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Partner’s actions. Such suspension will be in addition to Tidio LLC’s available rights and remedies.

Anti-Spam Policy

Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”) and obligations stemming from other applicable provisions of law, in particular when it comes to data protection and marketing activities. All emails sent in connection with the Partner Program must include the appropriate party’s opt-out link. From time to time, Tidio LLC may request – prior to Partner’s sending emails containing linking or referencing the Partner Program that Partner submit the final version of Partner’s email to Tidio LLC for approval by sending it to Partner’s Tidio LLC representative and upon receiving written approval from Tidio LLC of Partner’s email the email may be transmitted to third parties.

It is solely Partner’s obligation to ensure that the email complies with the Act and other applicable provisions of law. Partner agrees not to rely upon Tidio LLC’s approval of Partner’s email for compliance with the Act and other applicable provisions of law or assert any claim that Partner are in compliance with the Act based and other applicable provisions of law upon Tidio LLC’s approval.

Fraud

Partner is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Partner’s permitted access to the Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Tidio LLC shall make all determinations about fraudulent activity in its sole discretion.

Partner’s failure to comply with the Agreement

In case of Partner’s failure to comply with the Agreement of with the applicable Offer terms, Tidio LLC reserves the right to remove Partner from the Tidio LLC Partner Program and/or to cancel all Commissions or flat-fees due to Partner. In the event of any chargeback(s), refunds, or cancellations by customers referred by Partner, Partner’s Commission or flat-fees shall be canceled. If Tidio LLC has already paid the relevant Commission or flat-fee to the Partner, Tidio LLC shall deduct that amount from the next payment. Refunds will be made to customers in accordance with our Refund Policy or at Tidio LLC’s sole discretion. Where the rate of the chargeback(s), refunds, or cancellations on Partner’s account is unusually high or Tidio LLC suspects Partner’s account is being used for fraudulent activity, Tidio LLC reserves the right to place restrictions on Partner’s account, including but not limited to, suspending Partner’s account and retaining all sums within the account aswell as commencing a full investigation. Partner hereby gives Tidio LLC its authorization to inform the appropriate authorities or third parties of any fraud or suspected fraud, and only once we are satisfied that the matter is resolved, shall we remove any restrictions on Partner’s account.

Representations and Warranties

The parties agree to the terms in the General Data Protection Regulation Data Processing Addendum, which is incorporated into this Agreement.

Partner represents and warrants that:

  1. it has the power and authority to enter into and perform its obligations under the Agreement;
  2. at all times, the Media and Partner itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, where relevant – the General Data Protection Regulation (the GDPR), and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, “Laws”);
  3. it owns and/or has any and all rights in the Media as contemplated by the Agreement;
  4. at all times, the Media and Partner itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;
  5. Partner has a reasonable basis for any and all claims made within the Media and possesses appropriate documentation to substantiate such claims;
  6. Partner shall fulfill all commitments made in the Media;
  7. no Media is targeted to end-users under the age of eighteen (18) or the relevant legal age of majority;
  8. prior to loading any computer program onto an individual’s computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Partner shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies;
  9. the Media does not and will not:
  10. contain any misrepresentations or content that is defamatory;
  11. contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;
  12. promote or support gambling or sweepstakes or contests; or
  13. contain any “worm,” “virus” or other device that could impair or injure any person or entity;
  14. Partner is not, nor is Partner acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. OFAC; and
  15. Partner is not, nor is Partner acting on behalf of any person or entity that is a SDN, as OFAC may so designate from time to time.

Modifications

In addition to any notice permitted to be given under this Agreement, Tidio LLC may modify any of the terms and conditions of this Agreement at any time by providing the Partner with a notification by email. The changes will become effective on the following day after such notice. If the modifications are unacceptable to Partner, Partner may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Partner’s continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute Partner’s acceptance of such change.

In addition, Tidio LLC may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from Tidio LLC to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.

Independent Investigation

Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Partner Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.

Indemnification

Partner shall irrevocably defend, indemnify and hold Tidio LLC and Clients and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:

  1. Partner’s breach of the Agreement;
  2. the Media; and/or
  3. any claim that Tidio LLC is obligated to pay any taxes in connection with Partner’s participation hereunder.

Disclaimers

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TIDIO LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TIDIO LLC DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. TIDIO LLC EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. TIDIO LLC DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitation of Liability

IN NO EVENT SHALL TIDIO LLC BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF TIDIO LLC. IN NO EVENT WILL TIDIO LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TIDIO LLC OR THE PARTNER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. TIDIO LLC’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY TIDIO LLC IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Force Majeure

Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

Governing Law & Miscellaneous

  1. Assignment. Partner may not assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of Tidio LLC, and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement or any portion hereof/thereof, to:
  2. an acquirer of all or substantially all of such party’s equity, business or assets;
  3. a successor in interest whether by merger, reorganization or otherwise; or
  4. any entity controlling or under common control with such party.
  5. Choice of Law/Venue. The Agreement shall be construed in accordance with and governed by the laws of the State of Washington. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with the Agreement.. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration under the Rules of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in force at the time of the filing of the claim. The arbitration shall be conducted in English. The arbitral tribunal shall consist of one arbitrator. The seat of arbitration shall be Warsaw, Poland. The arbitral award shall be final and binding on both parties.
  6. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.
  7. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.

By submitting and application to Partner Program, Partner affirms and acknowledges that Partner has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Partner does not wish to be bound by this Agreement, Partner should not submit an application to Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.