Affiliate Terms and Conditions

The following are the terms and conditions of participating in the Mouseflow Affiliate Program (the “Affiliate Terms”). “Affiliate” or “You” refers to you (a legal person operating a website), and “Mouseflow” refers to Mouseflow ApS located at Flaesketorvet 68, 1711 Copenhagen V, Denmark. We periodically update or modify these Affiliate Terms, or end or replace the Mouseflow Affiliate Program. We will let You know of major modifications via electronic means, which may include an in-app notification or by email. If You don’t agree to the update or replacement, You can choose to terminate as we describe below.

Once You complete an application on the Mouseflow Partner Portal to become an Affiliate, You will receive a response in email about whether or not Your participation in the Affiliate Program has been accepted. Upon acceptance, the terms and conditions of these Affiliate Terms shall apply in full force and effect, until terminated, pursuant to the terms set forth below, and You will be issued a unique “Affiliate Link”, or unique URL, which allows Mouseflow to identify visitors from Your site as originating from You. Visitors are tracked with this unique URL and recorded with Your Affiliate ID. To receive commissions, You must use the provided Affiliate Link. The URL may be attached and used from various media including, but not limited to, banners, images, or text links. Affiliate is solely responsible for ensuring that their Affiliate Link is set up correctly to qualify for commissions. The Affiliate shall not use their own Affiliate Link to order services from Mouseflow on their behalf. Doing so will result in an immediate reversal of any commission.

Commission. Mouseflow will pay the Affiliate a quarterly commission for each new customer who completes a paying transaction after clicking on an Affiliate Link made available by You, provided that You remain eligible to receive commission pursuant to the terms of these Affiliate Terms. The start of the customer’s subscription is determined by the date of the sign up to the Mouseflow Services and You will receive a commission for the first and all subsequent transactions of the same customer, until these Affiliate Terms terminates. Referrals are only accepted when tracked by using a unique Affiliate Link, which must be used by the customer at the time of sign-up. However, if a qualifying purchase is cancelled or refunded, the related commission will be deducted from the next quarterly payment. All transactions are tracked and indicated in the Affiliate’s account on the Mouseflow Partner Portal.

Commission Rate. By default, the commission rate is set at ten percent (10%) per sale. However, based on the Affiliate’s activity level, the commission rate can be renegotiated to a higher percentage. We reserve the right to alter or change the commission rate as per the Mouseflow Partner Portal.

Currency. All payments will be made in U.S. dollars or Euros, depending on the Affiliate’s location.

Payment. Affiliate commission shall be paid every third month (at the end of the calendar quarter) for the prior period. Payments will be effectuated via the payment method provided within the Mouseflow Partner Portal. Mouseflow reserves the right to modify the payment schedule in a notice provided to the Affiliate or posted within the Partner Portal. If the commission does not exceed €/$100 (one hundred euros/U.S. dollars, the “Minimum Amount”) during the prior period, Mouseflow reserves the right to hold payment until the commissions accumulate to the Minimum Amount during the following period. In order to receive payment under these Affiliate Terms, You must have:

1. agreed to the terms of these Affiliate Terms;
2. completed all steps necessary to create Your account in the Partner Portal; and
3. have a valid and up-to-date payment method in the Partner Portal with such account.

Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the commission.

Term. These Affiliate Terms is effective as of the day You accepted these Affiliate Terms and will apply for as long as it is terminated pursuant to this section.

Termination. Both You and we may terminate these Affiliate Terms at any time for no reason, with immediate effect. The termination notice shall be made via email, as described in the “Notice” section of these Affiliate Terms.

Effects of termination.  Commissions accrued up until the termination date of these Affiliate Terms will be payable only if the associated sales are not cancelled or refunded by the referred customers and assuming that the Affiliate has not breached any terms of these Affiliate Terms. The payment of the final commission to the Affiliate may be delayed for a reasonable period to guarantee the accuracy of the final amount. Beyond this, our duty to pay and Your entitlement to receive any commissions will cease as of the termination date of these Affiliate Terms. Furthermore, upon termination:

1. You will discontinue all use of the Mouseflow Partner Portal and delete the Affiliate Links that we made available to You for Your participation in the Affiliate Program;
2. You will immediately discontinue all use of our trademark and references to this Affiliate Program from Your website(s) and other collateral.

For the avoidance of doubt, termination of these Affiliate Terms shall not cause any referred customers’ subscription agreement to be terminated.

You represent and warrant that:

1. You have all sufficient rights and permissions to participate in the Affiliate Program,
2. You own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks,
3. You will during your application to the affiliate program provide websites and domains You own where You intend to use Affiliate Links;
4. You will not purchase ads that direct to Your site(s) or through an Affiliate Link that could be considered as competing with Mouseflow’s own advertising, including, but not limited to, our branded keywords, e. g. by purchasing or commercially targeting keywords, including via Pay-Per-Click (PPC) advertising. This limitation applies to all search engines, websites, and content networks. By disobeying such rule, Affiliate will incur in misuse or infringement of Mouseflow IP and breach of these Affiliate Terms which may be subject to legal action.
5. You will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited;
6. You will not attempt to mask the referring URL information;
7. You will not use Your own Affiliate Link to purchase Mouseflow products for Yourself;
8. You will not misrepresent Mouseflow’s products or services and only act within the limits of these Affiliate Terms;
9. You will not promote Mouseflow on sites that promote illegal activity, sexually explicit material, violence, or discrimination based on race, sex, religion, national origin, or physical disability or any website that will be violating the Mouseflow Acceptable Use Policy. Furthermore, promoting Mouseflow at coupon code websites (or similar) is strictly forbidden;
10. You will not send unsolicited, direct marketing, or spam mail to promote any of Mouseflow products or services.
11. Your participation in this Affiliate Program will not conflict with any of Your existing agreements or arrangements.

Material breach of these representations and warranties may result in immediate account termination and cancellation of any pending commissions and may also lead to legal action.

Affiliate Marks. You grant us a nonexclusive, nontransferable, royalty-free right to use and display Your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Mouseflow Affiliate Program and these Affiliate Terms.

Mouseflow Trademarks. During the term of these Affiliate Terms, in the event that we make our trademark available to You within the Affiliate Program, You may use our trademark as long as You follow the usage requirements in this section.

You must:

1. only use the images of our trademark that we make available to You, without altering them in any way;
2. only use our trademarks in connection with the Mouseflow Affiliate Program and these Affiliate Terms;
3. immediately comply if we request that You discontinue use.

You must not:

1. use our trademark in a misleading or disparaging way;
2. use our trademark in a way that implies we endorse, sponsor or approve of Your services or products;
3. use our trademark to register internet domain names, new trademarks, or create derivative work; or
4. use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material, or in any way that can be deemed distasteful, defame or misrepresent Mouseflow.

Mouseflow reserves all rights in or to its trademarks, service marks, copyrights, and any industrial or intellectual property right connected to its products and services (the “Mouseflow IP”). No license to any software is granted by these Affiliate Terms. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Mouseflow IP or Products in whole or in part, by any means.

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 MOUSEFLOW AFFILIATE PROGRAM OR THE PARTNER PORTAL FOR ANY PURPOSE. THE PARTNER PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE MOUSEFLOW AFFILIATE PROGRAM AND THE PARTNER PORTAL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE MOUSEFLOW AFFILIATE PROGRAM AND THE PARTNER PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AFFILIATE UNDERSTANDS THAT AFFILIATE TRACKING CAN NEVER BE FULLY ACCURATE, AND MOUSEFLOW IS NOT RESPONSIBLE FOR INACCURACIES THAT MIGHT OCCUR BEYOND ITS CONTROL.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MOUSEFLOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, EVEN IF MOUSEFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability. MOUSEFLOW’S 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.

Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE PROGRAM HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, MOUSEFLOW SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

Confidential Information. Within these Affiliate Terms, “Confidential Information” refers to any proprietary data shared by one party (the “Disclosing Party”) with the other party (the “Receiving Party”), which is (i) communicated either verbally or in written form and marked as confidential, and (ii) includes information regarding customers and potential customers, irrespective of its confidential designation.

Exclusions. Confidential Information does not include any information that (i) is already public knowledge without any violation of a duty to the Disclosing Party, or (ii) was in the Receiving Party’s possession before being provided by the Disclosing Party and was received without any breach of a duty to the Disclosing Party.

Restrictions. The Receiving Party shall: (i) safeguard the Disclosing Party’s Confidential Information with the same level of protection it affords its own, but at a minimum with reasonable care, (ii) refrain from utilizing the Disclosing Party’s Confidential Information for any purpose outside the scope of these Affiliate Terms, (iii) prevent the disclosure of the Disclosing Party’s Confidential Information to any third parties, and (iv) limit and restrict the access to the Disclosing Party’s Confidential Information to its own employees, contractors, and agents. The Receiving Party is permitted to disclose Disclosing Party’s Confidential Information when legally mandated by any federal, state, or local laws, regulations, subpoena or legal proceedings.

We may make available to You, without charge, various webinars and other resources made available as part of the Mouseflow Affiliate Program. If we make such resources available to You, You will encourage Your sales representatives and/or other relevant personnel to participate in training as we recommend and may make available to You from time-to-time. We may change or discontinue any or all parts of the Mouseflow Affiliate Program benefits or offerings at any time without notice.

Governing law and jurisdiction. These Affiliate Terms shall be governed and construed in accordance with the laws of Denmark without regard to the conflicts of laws or principles thereof. The Parties will resolve any disputes in the courts located in Copenhagen, Denmark, to whose exclusive jurisdiction and venue they irrevocably submit.

Assignment. Affiliate may not assign or otherwise transfer any of its rights hereunder without prior written consent from a duly authorized representative of Mouseflow; any such attempt is void.

Authority. Affiliate does not and shall not have any authority to enter into any contract or agreement for, on behalf of or in the name of Mouseflow or its affiliates, or to legally bind Mouseflow or its affiliates to any commitment or obligation.

Entire Agreement. These Affiliate Terms constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements and representations between the Parties.

Force Majeure. Mouseflow shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control.

Non-exclusivity. These Affiliate Terms 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.

Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect these Affiliate Terms.

Injunctive Relief. Nothing herein shall prevent either Party from seeking injunctive relief to prevent irreparable harm, in addition, to all other remedies.

Modifications. Mouseflow reserves the right to change or modify the Mouseflow Affiliate Program at any time and with or without notice. Affiliate is responsible for regularly reviewing and being aware of such changes. Mouseflow also reserves the right to change Affiliate’s conditions as set out above in the Agreement, based on the previous year’s performance.

Independent contractors. These Affiliate Terms does not make either Party the employee, franchisee, agent, or legal representative of the other for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party. In fulfilling its obligations pursuant to these Affiliate Terms each Party shall be acting as an independent contractor.

Nonwaiver. No waiver of any condition or covenant or a failure to exercise a right or remedy under these Affiliate Terms shall be considered to imply or constitute a further waiver by the Party of the same or any other condition, covenant, right, or remedy.

Notice. Mouseflow may provide any notice to Affiliate under these Affiliate Terms by: (i) posting a notice on the Mouseflow app dashboard; or (ii) email sent to Affiliate’s primary Partner Portal email address. Affiliate may provide any notice to Mouseflow under these Affiliate Terms by email sent to partners@mouseflow.com. Such notices will be effective upon the moment the Affiliate reads the notice in Mouseflow app dashboard or the Parties send the notice.

Severability. If any provision of these Affiliate Terms is invalid or unenforceable under any statute or rule of law, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of these Affiliate Terms shall continue in full force and effect.

Survival. The following sections shall survive the termination of these Affiliate Terms: ‘Payment and Commission’, ‘Trademarks’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination, ‘Affiliate Representations and Warranties’, ‘Indemnification’, ‘Disclaimers, Limitation of Liability’, ‘Miscellaneous’.