Last updated: 08/08/2018
LiveChat reserves the right to update and change the Partner Terms by posting updates and changes here: https://partners.livechatinc.com. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact you.
1.1. The binding Agreement between you and LiveChat composes of these particular Partner Terms that apply to your participation in the Program provided via the following Internet website https://partners.livechatinc.com (the “Site”), and do not alter in any way the Partner Terms of any other possible agreement you may have with LiveChat, its subsidiaries or affiliates.
1.2. “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 these Partner Terms affect your legal rights and obligations. If you do not agree to be bound by all of the Partner Terms, 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. “Solution Partner” means a Partner who chooses to participate in a solution partner form of the Program;
2.3. “Referral Fee” means the payments/commissions LiveChat make to a Partner in return for selling its Services or gaining customers for LiveChat on the terms set out in this Partner Terms;
2.4. “Referral Link” means a link containing a unique affiliate ID - an additional information assigned to Partner’s account, thanks to which LiveChat knows which Partner gets a credit for each sale;
2.5. “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;
2.6. “Amount Due” means the final amount to be paid to the Partner due to his activity in the Program;
2.7. “Licensed Materials” means promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc.;
2.8. “Site” means belonging to LiveChat, Inc. https://partners.livechatinc.com;
2.9. “Services” - means the services and products supplied by LiveChat under the main Terms and Conditions and specified thereof.
3. Data protection provisions
3.1. LiveChat is dedicated to protecting personal data and to promote compliance with rules set forth by, among others, European Union.
3.2. This Agreement shall be supplemented by General Data Protection Compliance form available through this link.
3.3. Any observation or breach of data protection may be reported via firstname.lastname@example.org
3.5. 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). Partner is responsible for the lawful acquisition and processing of personal data transferred to LiveChat through the Program.
4. General Partner Program statements
4.1. To participate in the Program the Partner:
- must be at least 18 years old,
- should have an active and verified PayPal account in good standing (PayPal account is not necessary to sign up, but - since it is the only commission withdrawal method Partner Program supports, is required to request a withdrawal).
4.2. By registering with the Program via the Site you agree to be bound by these Partner Terms and confirm that you are at least 18 years of age and are lawfully fit and able to accept these Partner Terms.
4.3. If you are participating in the Program on behalf of any legal person, entity or corporation you further represent and warrant that you are rightfully authorized to accept these Partner Terms and enter into an Agreement on such entity’s behalf.
4.4. LiveChat reserves the right in its sole discretion at any time to refuse to anyone’s participation in the Program and change any of Partner Terms. You agree that your participation in the Program after the date when the updated Partner Terms come into effect establishes an Agreement based on the amended Partner Terms and will apply to your participation in the Program from that point forward.
4.5. Providing false information in the registration form will result in immediate termination from the Program and will forfeit all outstanding Referral Fees.
4.6. Partner is able to choose between two forms of participation in Partner Program: either as an affiliate (“Affiliate”) or as a solution partner (“Solution Partner”); or to use both methods at the same time within one Partner’s account.
5. Partner Responsibilities
5.1. Partner shall introduce LiveChat Services to current and prospective customers and will comply with all laws (including an applicable data protection laws) as well those that govern email marketing and anti-spam laws.
5.2. The Affiliate may post as many Referral Links to LiveChat as Affiliate finds necessary as well as register in any search, referral, or advertising service (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.
5.3. Partner shall not:
5.3.1. purchase or register search engine keywords, AdWords, search terms or other identifying terms that LiveChat 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,
5.3.2. register any domain names which are identical or similar to LiveChat or any other trademarks owned by LiveChat and Partner shall at all times comply with reasonable guidelines for the use of such trademarks as may be issued from time to time,
5.3.3. install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website.
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. Affiliate’s cooperation
6.1. Partner participating in Partner Program as an Affiliate is entitled to Referral Fee.
6.2. For a sale of LiveChat Service to generate a Referral Fee the customer must jointly:
6.2.1. use a browser that has its cookies setting enabled,
6.2.3. follow a Referral Link,
6.2.3. purchase LiveChat Service and remit full payment to LiveChat.
6.3 Affiliate will receive a Referral Fee which amounts to 20% of Net Income from every sale of LiveChat Service made with accordance to paragraph 6.2. Net Income means total income from customer.
6.4. Referral Fee may be a subject for adjustments for the credit card chargebacks and refunds. Fraudulent or voided transactions do not qualify as basis for Referral Fee.
6.6. Referral Fees can only be accrued to accounts (licenses) created by 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.
6.7. Only the Affiliate who was assigned the Referral Link customer clicked on last (the one that drove the buyer/customer to purchase LiveChat Service) will get Referral Fee for the sale. Last Click Attribution Model applies here. Basing on 120 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the last one.
6.8. LiveChat 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 LiveChat and customer and that the prices for the LiveChat Services will be set solely by LiveChat in its discretion.
6.9. All determinations of Referral Links and whether a Referral Fee is payable will be made by LiveChat in its sole discretion, and will be final and binding on both LiveChat and Affiliate.
6.10. In the event that the Amount Due for a calendar month is a negative amount, LiveChat may, but will not be obliged to, carry forward and set off such 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, LiveChat will be entitled to withhold and carry forward such amount to the end of the next calendar month in which the Amount Due (including any sums carried forward in this way) exceeds 50 USD.
6.11. If the Amount Due exceeds 50 USD Affiliate may withdraw funds from their account(s) at any time. Funds can be withdrawn up to the value of the Amount Due.
6.12. Affiliate will not be entitled to receive any Referral Fees in respect of customer who:
6.12.1. has been introduced in breach of any term of this Agreement or agreement between LiveChat and a customer,
6.12.2. makes an initial payment which is subject to a chargeback or which is reversed for any other reason,
6.12.3. fails any identity or credit checks carried out by LiveChat or on its behalf,
6.12.4. is located in a territory from which the LiveChat does not accept customers,
6.12.5 is suspected by LiveChat of acting in breach of the terms and conditions governing their account, or any fraudulent or dishonest activity.
6.13. 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 LiveChat. LiveChat will be entitled, but not obliged, to set-off any amount owed as a result against future Referral Fees.
6.14. All payments made by LiveChat under this Agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD exclusively with PayPal. Any fees connected with withdrawing funds e.g. PayPal transaction fee, shall be borne by the Affiliate.
7. Solution Partner’s cooperation
7.1. Partner participating in Partner Program as a Solution Partner is entitled to a discount granted by LiveChat and calculated with accordance to paragraph 7.2.
7.2. LiveChat agrees to give the Solution Partner 20% discount on the regular prices of any LiveChat Services. Based on this discount Solution Partner sells LiveChat Services at the individual price set by Solution Partner for their customers.
7.3. LiveChat does not establish any limitations for value of reseller price. Solution Partner is entitled to determine their own price for LiveChat’s Products or Services provided to Solution Partners’ customers. LiveChat shall bear no responsibility for any legal or financial relationship between Solution Partner and their customer.
7.4. To prepare the customer’s account (license) for his customers on Solution Partner’s section of Partner’s account Solution Partner needs to indicate the name and e-mail address of customer for which the account (license) is to be prepared.
7.5. For each customer account (license) Solution Partner selects the plan, the number of agents, the payment period and provides credit card details. Solution Partner may provide to the customer other services related to the LiveChat Product or Service including but not limited to account management, account customization. LiveChat does not participate in providing the aforementioned services and shall bear no liability for providing such services as well as for the financial conditions of those services. LiveChat commitment consists in selling the account (license) to the Solution Partner.
7.6. If the credit card details are correct, the future payments will be charged automatically until the payment period expiration date. Solution Partner may cancel customer’s account (license) at any time without the right to a refund.
7.7. Credit card will be charged after the free period of 30-days. In the event that credit card information will not be given, will be given incorrectly or if in other way payment will not be able to be obtained license will expire after 30 days.
7.8. Solution Partner adds customers and manages LiveChat Service accounts (licenses) by his Partner’s account in accordance with paragraph 7.5. Managing Partners account Solution Partner has the ability to cancel their customer’s account (licenses) and to change credit card details. The account (license) may be closed immediately through the Partners account in settings, or by deleting the credit card details from the account - then the account (license) shall expire once the payment is not made at the next charge date.
7.9. Solution Partner bears sole responsibility for customers’ accounts (licenses) created for their customers and payments for the purchases of any LiveChat Services.
7.10. LiveChat may terminate the Agreement with immediate effect if LiveChat cannot contact Solution Partner due to the customer’s issue for the 14 days from the first attempt to contact. In such case LiveChat has the right to contact directly with the customer due to their usage of the Service.
8. LiveChat’s Responsibilities
8.1. LiveChat agrees to pay the Affiliate Referral Fees on sales of LiveChat services referred directly by the Affiliate (“Referral Fees”) if that customer has accessed LiveChat’s site and purchased the Service via Referral Link.
8.2. Upon registration LiveChat will make available:
8.2.1. Referral Link which redirects to the LiveChat website with a unique login assigned (“Referral Link”). This information is saved on the computer of the visitor, who enters the LiveChat website through the Referral Link, in the form of a cookie which is active for the period of 120 days. Last Click Attribution Model applies here which means basing on 120 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the last one.
8.2.2. Affiliate platform, where Affiliate will be able to review statements showing the number of customers introduced via Referral Link, trials and subscriptions for LiveChat Services, amount of the accrued Referral Fees available for withdraw in accordance with paragraph 6.10, (“Amount Due”), contact details including address, as well as payment information associated with the Affiliate’s account.
8.2.3. Solution Partner platform, where Solution Partner will be able to review and manage accounts (licenses) of LiveChat products and services, amount of Solution Partner discount and payment status.
8.2.4. Promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc (“Licensed Materials”).
9.1. Unless otherwise indicated, all of the Licensed Materials featured or displayed on the Site and on Partner’s account, including, but not limited to, text, logo, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof is owned by LiveChat, its licensors, or its third-party image partners. All elements of the Site are protected by copyright and other laws relating to the protection of intellectual property. In particular LiveChat logo is a registered trademark owned by LiveChat and is therefore subject to national as well as international protection.
9.2. Partner is granted a non-exclusive, non-transferable, terminable license to use the Licensed Materials solely for purposes of the Program and in accordance with such other limitations and restrictions as set out in this Agreement.
9.3. Partner may use the Licensed Materials only for purposes expressly authorized by LiveChat. Partner may not:
9.3.1. modify the Licensed Materials in any manner. For example, Partner may not change the proportion, color, or font of the Licensed Materials,
9.3.2. display the Licensed Materials in any manner that implies endorsement of Affiliate’s website or business by LiveChat outside of involvement in the Program,
9.3.3. use the Licensed Materials to disparage LiveChat, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Licensed Materials.
9.4 Each Licensed Material must appear by itself, with reasonable spacing (at least the height of the Licensed Material) between each side of the Licensed Material and any other graphic or textual image. You may place the LiveChat name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
10.1. LiveChat may terminate this Agreement for any reason, at any time. In particular LiveChat reserves the right to terminate the Agreement with the Partner immediately and without notice and Partner forfeit all Referral Fees or discounts if the Partner is involved with any of the following:
10.1.1. providing false information in the registration form,
10.1.2. violating any Partner’s responsibilities stated in this Agreement (included but not limited to the Section 5 of these Partner Terms),
10.1.3. any attempt to artificially inflate Referral fees will result in immediate termination of this Agreement and will forfeit all outstanding Referral Fees.
10.2. If the Amount Due of Referral Fees at the moment of termination of this Agreement does not exceed 50 USD LiveChat will incur a termination fee of 100% of Referral Fees.
10.3. Partner is able to cancel Partner’s account by making contact with assigned Partner Program Manager.
You hereby agree to indemnify and hold LiveChat 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 LiveChat 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 these 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.
12. Disclaimer of Warranties
12.1. Unless otherwise mutually agreed to by the Parties in writing, the Site is provided by LiveChat on an “as is”, “as available” and “with all faults” basis and hereby LiveChat 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.
12.2 The functions embodied on or in the Site are not warranted to be uninterrupted or without error.
12.3. LiveChat 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, merchantibility, 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.
13. Limitation of Liability
13.1. LiveChat does not guarantee compatibility of offered Services with other producers’ software. User shall bear responsibility for the choice and consequences following from the use of other software including its applicability to user’s objectives.
13.2. 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.
13.3. In no event and under no circumstances shall LiveChat, 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:
13.3.1. the Site or Your use of or inability to use or the performance of the Site,
13.3.2. any errors or omissions in the Site’s operation; any action taken in connection with License, copyright or other intellectual property owners,
13.3.3 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).
13.4. 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.
14. Miscellaneous Provisions
14.1. If any clause or provision in these Partner Terms will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
14.2. Any waiver of any provision of the Partner Terms will be effective only if in writing and signed by LiveChat.
15. Applicable Law
15.1. All disputes arising in connection with these Partner Terms shall be primarily resolved amicably.
15.2. Partner Terms will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.
15.3. You agree that all disputes you have with LiveChat 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.