Last updated on: (01 February 2024)
Welcome to Sessions's Affiliate and Referral Program (hereinafter referred to, as the case may be, as the „Affiliate Program” „Referral Program” or collectively „Partner Programs”). By participating in the Partner Programs, you agree to comply with and be bound by the following general terms and conditions.
You can find specific information regarding the Partner Programs in the designated Program Policies Pages („the Program Policies Pages”) here and here. Please consult them as they provide a thorough understanding about how these programs work and they are considered part of these Terms. Alternatively, if you still have questions about Partner Programs please contact our team at email@example.com.
I. General Rules
- Both referral and affiliate programs provide participating partners („Partners”) with the opportunity to earn a commission („Commission”), whether through incentives for direct referrals in a referral program or through commissions based on sales or leads generated in an affiliate program.
- A "Lead" means a potential customer who clicks on the unique tracking link generated by You using the Partner Program Tools. An "Affiliate or referral Link" means the unique tracking link placed on your site or promoted through other channels. A “Customer” means the authorized actual user of Sessions who has purchased a Sessions subscription after being an Lead.
- If a Lead does not purchase the Subscription within the time period described on the Program Policies Pages or mentioned in the Partner program Tools of their first click on the Affiliate or Referral Link, you will not be eligible for a Commission payment, even if the Lead decides to purchase after the time period has expired. A Lead is not considered valid if it’s first click on the Affiliate or Referral Link is after this Agreement has expired or terminated.
- We are allowed to refuse the Commission payment if the Commission payment has been obtained by fraudulent means, misuse of the Affiliate or Referral Link, in violation of any Program Policies that we make available to you, misuse of the Partner program Tools or by any other means that we deem to breach the spirit of the Partner Program.
- In order to receive Commission payment, you must have: (i) completed all steps necessary to create your account in the Partner Program Tools in accordance with our directions, (iii) have a valid and up-to-date payment method in the Partner Program Tools with such account (iv) of necessary completed any and all required tax documentation in order for the Partner Program Tool to process any payments that may be owed to you.
- You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. C
- We reserve the right to alter or change the Commission amount and any other terms applied to the Partner Program as mentioned in these Terms or the Program Policies Pages. You will be announced about any material changes.
- Details of applicable payout threshold, payment terms and applicable cookie window can be found in the Program Policies Pages. Pending commissions have a minimum grace period of 60 days before becoming approved commissions (to account for any special case billing changes, refunds, or chargebacks).
- Self-referrals are not allowed. The program is intended to get you to refer to other people. This is not a way to get a discount on your own account.
- The Term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your address on our records, is considered sufficient notice to terminate this Agreement.
II. Partner program Tools
We use special tools from third party providers for managing and hosting the Partner Programs („the Partner Program Tools”). You will find information about the specific tools within the Program Policies Pages.
These third party providers also handle the commission payments which means we never directly handle your payment details. We do not have access to any of your payment data.
The management of the Partner Programs, including commission payments will be subject to the terms, conditions and privacy policies of the Partner Program Tools in addition to these Terms. We are not responsible for errors by the Partner Program Tools. We reserve the right to correct any errors or mistakes that the Partner Program Tools make even if they have already made the commission payments.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
You grant to us a nonexclusive, non transferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section and as mentioned in the Program Policies Page. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate or Referral Program and this Agreement; (iii) comply with Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
V. Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partner Programs (ii) your participation in the Partner Programs will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Partner Programs; (ii) if required, you will accurately provide all websites and domains you own where you intend to use Affiliate or Referral Links to generate Leads; (iii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iv) you will not attempt to mask the referring URL information; (v) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Partner Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Partner program Tools, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
VII. Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SESSIONS PRODUCTS, SESSIONS CONTENT, THE AFFILIATE OR REFERRAL PROGRAM OR THE PARTNER PROGRAM TOOLS FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE PARTNER PROGRAM TOOLS MAY NOT BE AVAILABLE AT ALL TIMES. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SESSIONS PRODUCTS AND THE PARTNER PROGRAM TOOLS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
PARTNER PROGRAM TOOLS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE PARTNER PROGRAM TOOLS.