Mouseflow Partner Terms and Conditions

These Partner Terms and Conditions (the “Partner Terms”) govern the relationship between Mouseflow ApS or Mouseflow, Inc. (“Mouseflow”) and its partners as indicated on the Commercial Addendum (“Partner”) who promote, advertise and market Mouseflow’s Services to prospective customers and may assist with certain support activities. Acceptance of these Partner Terms occurs upon signing the associated Commercial Terms Addendum (“Commercial Addendum”), which details specific goals and commission terms. The parties enter into these Partner Terms by signing the Commercial Addendum, and Mouseflow retains the right, at its sole discretion, to approve or deny Partner’s participation under these Partner Terms.

“Affiliate Link” means a unique hyperlink provided by Mouseflow to the Partner, which tracks referrals and is used to identify sales generated by the Partner’s promotional activities under the Affiliate Terms. The Affiliate Link is specific to the Partner and enables accurate attribution of commissions or other benefits as outlined in the Affiliate Terms.

“Affiliate Terms“ mean the ules and guidelines governing the operation of Mouseflow’s Affiliate Program. These Affiliate Terms regulate the use of Affiliate Links, tracking of referrals, eligibility criteria, commission structures, payment processes, and any other obligations or rights of Affiliate Partners participating in the program. By participating in the Affiliate Program and using the Affiliate Links, the Partner agrees to be bound by these terms, which may be updated from time to time. The current Affiliate Terms can be accessed at the Partner Portal.

“Customer” means a legal entity or a natural person who owns the Website where Mouseflow Tracking Code is/will be installed.

“Customer Data” means anonymous, aggregated data concerning the characteristics and activities of Visitors of the Customers’ Website(s) collected and analyzed by the Mouseflow Software.

“Inbound Account” means a paid Mouseflow Account that is connected to Partner and where Partner provides consultation, support and maintenance services related to Customer’s use of the Mouseflow Services.

“Mouseflow Services” means Mouseflow’s Software-as-a-Service (SaaS) website analytics tool and similar methods, tools, techniques, or services offered by Mouseflow described in Mouseflow Terms of Use.

“Mouseflow Software” means the proprietary Mouseflow Tracking Code, Mouseflow Recodring Script and Processing Software, together with any fixes, updates, and upgrades, which collect, process, analyze, and store the Customer Data.

“Mouseflow Terms of Use” means the terms and conditions related to the subscription of the Mouseflow Products, available on Terms Of Use – Mouseflow Legal, the Mouseflow Subscription Agreement or the Mouseflow Agency Agreement, whichever is applicable to the Partner or the Customer.

“Mouseflow Trademarks” mean the trademarks, service marks, trade names, copyrights and logotypes registered or not authorized from time to time by Mouseflow. Mouseflow® is a duly registered trademark and property of Mouseflow.

“Outbound Account” means a paid Mouseflow Account that is the direct result of Partner’s promotional activities of Mouseflow Services.

“Partner Portal” means an exclusive online portal provided by Mouseflow to Partner for managing its Customers’ accounts under this Agreement.

The objective of these Partner Terms is to establish a non-exclusive relationship where Partner advertises, markets and promotes Mouseflow Servicesm, earns commission on Customer engagements, and, when authorized by Customer, provides consultation, support and maintenance services to Customers. These Partner Terms apply solely to the promotion and marketing of Mouseflow Services by Partner, and to the consulting, support and maintenance services provided by Partner related to the Customer’s use of the Mouseflow Services. The use of the Mouseflow Services by the Customers or the Partner are regulated by the Mouseflow Terms of Use, entered into directly between Mouseflow and the Customer or Partner.

The Commercial Addendum, in conjunction with these Partner Terms, outlines all specific goals, requirements, targets, benefits and commission structures applicable to Partner. The execution of the Commercial Addendum by both parties is a prerequisite for becoming a Partner and being subject to these Partner Terms. These Partner Terms do not grant the Partner any proprietary rights or other entitlements to the Mouseflow Services, Mouseflow IP, or customer base.

These Partner Terms include a tiered structure with multiple levels (“Tiers”) designed to incentivize and reward Partners based on their performance and commitments. Placement within a specific Tier will depend on the Partner’s achievement of defined criteria, including but not limited to:

• Target revenue generation;
• Sales and marketing efforts;
• Completion of training programs and certifications;
• Other mutually agreed-upon performance metrics.

Each Tier provides specific benefits, which may include but are not limited to:

• Differentiated commission rates;
• Marketing and co-branding support;
• Access to dedicated account management resources;
• Participation in joint promotional campaigns;
• Eligibility for additional incentives and rewards.

The specific expectations and benefits for each Tier will be detailed in the Commercial Addendum.

Partner performance will be reviewed annually to evaluate adherence to the expectations outlined for the current Tier. Based on the annual performance review, the Partner may:

• advance to a higher Tier by exceeding the expectations and achieving exceptional results;
• remain in the current Tier by meeting expectations;
• be moved to a lower Tier if the agreed expectations are not met.

Mouseflow reserves the right to modify the criteria, expectations, and benefits associated with each Tier at its discretion, provided such modifications are communicated to the Partner in advance. Participation in the Tiered Partnership Model does not create any exclusive rights or obligations, and the Partner’s performance shall be evaluated independently of other partners.

Once the Commercial Addendum is signed and Partner have been granted access to the Partner Portal by Mouseflow, Partner will be provided with

• an Inbound Account Link, that may be provided to existing Customers who wish to purchase support, consultation and maintenance services from Partner concerning their Mouseflow Account (“Inbound Referral“).
• an Outbound Account Link, that may be provided to prospective Customers who wish to open a Mouseflow Account (“Outbound Referral“).
• an Affiliate Link, that may be provided to prospective Customers who wish to open a Mouseflow Account (“Affiliate Referrals“). In case of use of the Affiliate Links, Partner agrees to also be bound by the Affiliate Terms, including any updates or amendments thereto.

A Referral will automatically be created when a prospective Customer signs up to Mouseflow or an existing Customer connects their existing Mouseflow Account with Partner through the above Links (“Referred Customer“).

For the purposes of these Partner Terms, a “Lead” or “Prospect” refers to any individual or entity identified by one Party (the “Revealing Party”) to the other Party (the “Receiving Party”) as a potential customer or client, provided that such Lead or Prospect is not already known to or actively engaged by the Receiving Party at the time of disclosure.

Upon disclosure of a Lead or Prospect by the Revealing Party, the Receiving Party agrees not to directly approach, solicit, or contract with the disclosed Lead or Prospect without the prior written consent of the Revealing Party. The Receiving Party shall ensure that any communication or engagement with the Lead or Prospect is conducted solely through or in coordination with the Revealing Party, unless otherwise mutually agreed in writing.

Before a disclosed Lead or Prospect is granted exclusivity under this clause, the Receiving Party shall confirm in good faith that it has not previously approached, solicited, or engaged with the disclosed Lead or Prospect. If the Receiving Party demonstrates that the Lead or Prospect was already known to or actively engaged by the Receiving Party prior to the disclosure, the exclusivity obligations under this clause shall not apply.

The exclusivity obligations under this clause shall remain in effect for a period of six (6) months following the date of disclosure of the Lead or Prospect. After the expiration of this period, the Receiving Party may directly approach, solicit, or engage with the Lead or Prospect, provided that such actions do not violate any other terms of this Agreement or applicable laws.

The obligations under this clause do not apply to Leads or Prospects that:

i. Independently approach the Receiving Party without solicitation; or
ii. Decline to engage with the Revealing Party.

The Parties agree to maintain detailed records of disclosed Leads or Prospects and any communications or engagements with them to facilitate resolution of any disputes under this clause.

The Parties shall treat all information regarding disclosed Leads or Prospects as Confidential Information under these Partner Terms and shall not disclose such information to any third party without the prior written consent of the Revealing Party.

The Partner is eligible to receive commission payments for revenue generated from Referred Customers, provided the following conditions are met:

• Referral by Partner’s efforts:
  • The Customer was referred through the Partner’s direct efforts, such as using the Partner’s unique referral link or other approved methods.
  • The Customer successfully subscribed to a paid plan.
• Full payment of invoices:
  • The referred Customer has paid their invoices in full, without any refunds or chargebacks.

Exclusions:
Commission is not payable for:

• Referrals of Customers who were already Customers or owned a domain with an active paid plan at the time of Referral.
• Referrals involving fraud, false information, or breach of the Partner Terms.

Mouseflow reserves the right to determine the validity of any Referred Customer and to withhold commissions for Referrals that fail to meet the above requirements.

Partner’s commission and other benefits are determined by performance-based metrics detailed in the Commercial Addendum, such as achieving specified revenue or Customer targets. Commissions are based on verified Customer transactions and fulfilled requirements and may be subject to adjustment based on returns, cancellations, or other modifications.

Commissions are disbursed quarterly, within 30 days of the end of the applicable quarter, via bank transfer to a bank account specified by Partner within the Partner Portal, based on to the quarterly Sales Order Report (“SO Report”) generated within the Partner Portal. Partner may track earnings through the Mouseflow-provided Partner Portal, where monthly and cumulative earnings will be displayed. No set-off shall be accepted against any payment obligations of Partner to Mouseflow. All payments due hereunder are exclusive of all sales taxes, use taxes, value added taxes, and any other similar taxes imposed by any federal, state, provincial, or local governmental entity on the transactions contemplated by these Partner Terms.

In the event Customer disconnect its Mouseflow Account from Partner, by using the “Disconnect Button” in the Mouseflow App, Partner’s Commission related to the period up until before the disconnection will be calculated and deemed payable. No new Commissions will be due related to the period after the disconnection related to the disconnected Account. Commission accruals will cease upon termination of these Partner Terms, with all outstanding amounts up to the termination date payable to Partner.

Partners may only use the marketing materials and resources provided by Mouseflow through the Partner Portal and must comply with the branding guidelines and other resources made available by Mouseflow (“Partner Resources”). Any creation, modification, or distribution of marketing materials outside the Partner Resources requires prior written approval from Mouseflow. Partners must ensure that all marketing activities align with Mouseflow’s branding guidelines and comply with applicable laws. Mouseflow reserves the right to update the Partner Resources, and Partners are required to implement such updates promptly. Upon termination of the partnership or at Mouseflow’s request, Partners must immediately cease using all Partner Resources and remove any related content from their platforms.

The Partner is required to participate in Mouseflow-provided training sessions essential for supporting Customers in using the Services, as detailed in the Commercial Addendum. When providing assistance to Customers, the Partner agrees to adhere to or exceed the support standards set by Mouseflow. This includes, but is not limited to, delivering accurate information, effectively addressing technical issues in accordance with training, and complying with all applicable security and privacy standards.

The Partner shall provide sales reports, customer feedback, and other metrics as required by Mouseflow, as detailed in the Commercial Addendum.

Regular performance review meetings will be held to ensure alignment with agreed-upon targets and address operational issues. Annual performance reviews will also be conducted to evaluate the Partner’s performance and determine their tier classification for the preceding period, as outlined in the Commercial Addendum.

Where a Partner is permitted to provide support in the setup, configuration, or maintenance of Customer’s Account, any access to Customer Accounts must be directly authorized by the Customer, with Partner operating as a subuser.

Partner must ensure that all actions taken by Partner on a Customer Account will be in strict compliance with Mouseflow’s Terms of Use and any relevant policies that apply to the Customer.

Mouseflow retains exclusive ownership of all rights, title, and interest in and to its products, software, trademarks, marketing materials, Partner Resources, and any associated documentation, including but not limited to all intellectual property rights therein (collectively, “Mouseflow IP”). Except for the limited licenses expressly provided in these Partner Terms, nothing herein shall be construed as granting, by implication or otherwise, any license or ownership right to use any Mouseflow IP. Mouseflow reserves all rights not expressly granted to Partner. Any updates, modifications, enhancements, or derivative works created in relation to Mouseflow IP, whether initiated by Mouseflow or through feedback or suggestions from Partner, shall be exclusively owned by Mouseflow. Partner agrees that any contributions it makes to improving or modifying the Mouseflow IP shall automatically vest in Mouseflow and Partner waives any claims to ownership or rights therein.

Mouseflow grants Partner a non-exclusive, non-transferable, revocable license to use Mouseflow Trademarks, marketing materials, and proprietary resources exclusively for marketing and advertising purposes, on the benefit of Mouseflow, as permitted under these Partner Terms. Partner will, subject to all other terms and conditions of these Partner Terms, be entitled to use the “Mouseflow Partner” logo. If these Partner Terms terminate for any reason, your right to use the Mouseflow Trademarks or marketing materials will end immediately.

Partner shall not, directly or indirectly:

a) sublicense, distribute, or use Mouseflow IP beyond the scope of the license;

b) copy, modify, adapt, translate, create derivative works, reverse engineer, decompile, disassemble, or attempt to discover any source code or trade secrets associated with Mouseflow’s Services;

c) use Mouseflow IP, including any copyright or proprietary rights, for any purpose without explicit written authorization from Mouseflow;

d) register or assist others in creating or registering any trademarks, copyrights, or proprietary rights associated with Mouseflow;

e) alter or remove any copyright, trademark, or other proprietary notices appearing in or on any item associated with Mouseflow’s Services or materials;

f) attach any additional trademarks, service marks, or trade names to any Mouseflow Services and Trademarks and shall not use the Mouseflow Trademarks as part of Partner’s trademarks, service marks or trade names or in any other manner that would imply that Partner has an affiliation with Mouseflow other than as set forth in this Agreement;

g) any sales tactics that could mislead the Customer or prospective Customer into believing that the Mouseflow is associated with, owned by, or part of any other services, software, products, or companies.

Each party warrants that it has the power and authority, and has taken all corporate action required, to enter into and fully perform these Partner Terms and the Commercial Addendum, and its entry into and performance of these Partner Terms and the Commercial Addendum do not and will not violate any agreement to which it is bound.

Mouseflow further warrants that (i) each of its employees has the proper skill, training and background necessary to accomplish their assigned tasks; and (ii) neither the Trademarks, nor the information or materials provided by Mouseflow infringe or violate the proprietary and/or intellectual property rights of any third party.

Notwithstanding anything in these Partner Terms or the Mouseflow Terms of Use, Mouseflow shall have no responsibility for claims resulting from or based on: (a) modifications to the Service or the marketing materials made by a party other than Mouseflow; (b) Partner’s breach of its warranties under these Partner Terms, (c) Partner’s gross negligence, willful misconduct, or breach of its respective agreements with Customer or with Mouseflow.

Mouseflow’s warranties and disclaimer of warranties relating to the Mouseflow Services are ruled by the Mouseflow Terms of Use, nothing in this section intends to derogate, diminish or add to the effect thereof. Mouseflow emphasizes that it does not represent or warrant that Mouseflow Services (i) will meet Partner or Customer’s needs, (ii) be free from errors or virus, (iii) will be correct, accurate, timely or otherwise reliable or (iv) that defects will be corrected. Mouseflow does not warrant or represent that the operation of the Mouseflow Services will be uninterrupted.

MOUSEFLOWS’ SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MOUSEFLOW AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

Customer further warrants that

(i) it will comply with the terms of these Partner Terms and the Commercial Addendum and all applicable laws,

(ii) it will comply with the Mouseflow Terms of Use in case it has access to the Customer Account,

(iii) its employees, consultants and contractors involved with the Mouseflow Services are properly trained to use the Mouseflow Products and provide adequate support, achieving and maintaining Customer’s high level of satisfaction,

(iv) it will not misrepresent the features, functionality, performance, or capabilities of Mouseflow’s Services in any marketing, promotional, or communication activities,

(v) it will not make any unauthorized claims, warranties, or guarantees about Mouseflow’s Services, including but not limited to claims about suitability, compliance, or fitness for a specific purpose,

(vi) it will ensure that all marketing and promotional materials used are accurate, lawful, and comply with all applicable laws and regulations,

(vii) it understands and agrees that it has no authority to act as a legal representative of Mouseflow, enter into any agreements or obligations on behalf of Mouseflow, or otherwise bind Mouseflow in any manner,

(viii) it will immediately cease using any materials or messaging that Mouseflow deems inaccurate, misleading, or inappropriate, upon Mouseflow’s written request,

(ix) it will not bid on or purchase keywords or search terms that contain the term “Mouseflow”, or any variations or misspellings of it,

(x) it will not use any aggressive or unethical form of promotion such as, without limitation, sending unsolicited email (spam), posting the Outbound Account Link in online forums or message boards, or providing cashback or other incentives unless Partner have sought our prior approval for such incentives, or

(xi) it will not do anything illegal or that is detrimental to Mouseflow’s goodwill or reputation.

Partner shall indemnify, defend, and hold harmless Mouseflow for all damages, costs, losses and liabilities (including reasonable attorneys’ fees and court costs) arising from and against all third party claims relating to Partner having breached any representation, warranty, license restriction or obligation under these Partner Terms.

IN NO EVENT SHALL MOUSEFLOW OR ITS REPRESENTATIVES OR SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, ARISING FROM OR RELATED TO THESE PARTNER TERMS OR THE PERFORMANCE OR BREACH THEREOF, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT. MOUSEFLOW’S TOTAL AGGREGATE LIABILITY TO PARTNER FOR ANY AND ALL CLAIMS ARISING FROM THESE PARTNER TERMS SHALL NOT EXCEED EUR 1,000.

These Partner Terms commence on the Effective Date of the Commercial Addendum and continue until terminated by either party. These Partner Terms automatically terminate at the termination/expiration of the Commercial Addendum.

Either party may, at its option, terminate the Commercial Addendum, together with these Partner Terms and all rights granted hereunder, for any reason, by sending a written notice to the other party via email. The termination will take effect immediately. The termination of the Commercial Addendum and these Partner Terms shall not release either party from the obligation to pay amounts that are due and payable on the date of termination, but no further payment obligation shall arise. For the avoidance of any doubt, Partner will not be entitled to Commission for new plans established after the date of termination and or any further Commission for plans established before the date of termination, other than what was due on the date of termination.

Upon termination, Partner will:

• cease use of Mouseflow IP and remove any public-facing references to Mouseflow, including reference to being a Mouseflow Partner;
• return or destroy all Confidential Information as directed by Mouseflow; and
• be entitled only to commissions accrued up to the termination date.

“Confidential Information” includes any proprietary data or other information disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in writing and marked “confidential” or disclosed orally and, within five (5) business days, reduced to writing and marked “confidential”. Notwithstanding the foregoing, Confidential Information will not include any information that:

a) is or becomes public knowledge other than as a result of a breach of this Agreement or other obligation of confidentiality;

b) the Recipient can show was in its unrestricted possession, known to it before the date of this Agreement or independently developed by it before being disclosed under this Agreement;

c) is disclosed or made available to the Recipient by a third party other than in breach of this Agreement or other obligation of confidentiality; or

d) is disclosed by the Recipient with the prior written permission of the Disclosing Party.

Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law enforcement personnel, regulation, court order, or administrative agency, in which case, the Recipient must give the Disclosing Party as much notice as is reasonably practicable (and permitted by law) prior to disclosing such information.

Upon termination of these Partner Terms, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification thereof. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Disclosing Party.

The provisions of this Section shall survive the expiration or termination of the Partner Terms for a period of five (5) years except that any trade secrets (including, but not limited to source codes, technology, algorithms, and protocols) shall be deemed and treated as Confidential Information for as long as such information continues to be protectable as trade secret information under applicable law.

The governing law and jurisdiction applicable to this agreement shall be determined based on the contracting Mouseflow entity specified in the Commercial Addendum, without regard to the conflicts of laws or principles thereof:

• If the contracting entity is Mouseflow ApS, the agreement shall be governed by the laws of Denmark, and any disputes shall be resolved in the courts of Denmark.
• If the contracting entity is Mouseflow, Inc., the agreement shall be governed by the laws of the State of Texas, and any disputes shall be resolved in the courts of Austin, Texas.

Partner 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.

These Partner Terms, together with the Commercial Addendum constitute the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and representations between the parties.

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

Mouseflow reserves the right to change or modify these Partner Terms or the Mouseflow Services at any time and with or without notice.

These Partner Terms do 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 Partner Terms each party shall be acting as an independent contractor.

No waiver of any condition or covenant or a failure to exercise a right or remedy under these Partner 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.

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

If any provision of these Partner 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 Partner Terms shall continue in full force and effect.