Affiliate Terms

Welcome to Chatwize! These Affiliate Terms and Conditions (these “Terms”) are between you, the user (hereinafter "Affiliate") of the Chatwize Affiliate Program via the Chatwize website located at www.chatwize.ai (hereinafter "Chatwize Affiliate Program") and Chatwize (KVK: 90238257) of Hambakenwetering 1, 5231 DD 's-Hertogenbosch, Netherlands (hereinafter "Chatwize"), the operator of the Chatwize Affiliate Program. 

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Your agreement to abide by and be bound by these Terms is deemed given upon your first access to the Chatwize Affiliate Program and your registration as an Affiliate. If you do not agree to these Terms, you should not sign up for the Chatwize Affiliate Program.

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  1. DEFINITIONS AND INTERPRETATION

In these Terms, the following definitions apply.

  1. The term "Customer" means a person who meets each of the following requirements:
    1. the person is introduced to Chatwize by the Affiliate through the use of the Chatwize Affiliate Program; 
    2. opens an account with Chatwize by means of a designated and unique hyperlink (“Link”) or Referral Code (“Code”) provided by Chatwize;
    3. never had a business relationship with Chatwize beforehand; 
    4. enters into a business relationship with Chatwize; and 
    5. does not chargeback any sum paid to Chatwize as a result of the foregoing condition.
  2. The term "Non-Qualified Transaction" means traffic generated by Affiliate and/or Customer and/or revenue generated by a Customer that Chatwize, in its sole discretion, believes to be: 
    1. obtained through improper means (including but not limited to those related to email marketing and "spamming"); 
    2. false and/or non-compliant with the Chatwize Affiliate Program; 
    3. obtained through misleading conduct and/or collusion and/or manipulation of the Chatwize Affiliate Program, whether or not Chatwize actually suffers any harm as a result.

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  1. EFFECTIVE DATE AND TERM

These Terms shall become effective upon the Affiliates first access to the Chatwize Affiliate Program and registration as an Affiliate and shall remain in effect for one year unless terminated in accordance with these Terms. 

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  1. ACKNOWLEDGEMENT
    1. Chatwize and Affiliate acknowledge that these Terms are not a franchise agreement within the meaning of the Dutch Franchise Act.
    2. Affiliate agrees that these Terms do not create an exclusive contract between Chatwize and Affiliate. 

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  1. GRANT OF RIGHTS
    1. Subject to these Terms, Chatwize hereby grants Affiliate the right to participate in the Chatwize Affiliate Program and to advertise, market and promote the services offered by Chatwize.
    2. Except as permitted in these Terms, Affiliate shall not use Chatwize's name and intellectual property or any variations or misspellings thereof or any other terms confusingly similar to the foregoing without express prior written permission.
    3. Affiliate accepts and agrees that the use of Chatwize's intellectual property in any manner, except as expressly permitted herein, constitutes unlawful use of intellectual property rights and may result in claims for damages and the obligation to pay attorneys' fees and court costs in connection with any action or proceeding in which Chatwize seeks to enforce its rights under these Terms or otherwise.

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  1. AGREEMENTS
    1. In exchange for commissions payable by Chatwize, Affiliate agrees to act as a referrer and agent to introduce potential customers to Chatwize and to provide Chatwize with the following services (“Services”): 
      1. targeting potential customers and/or otherwise promoting Chatwize through online or offline traffic sources;
      2. provide truthful, fair and accurate information to prospective clients about the services offered by Chatwize;
      3. comply with any business-related instructions or directions given to Affiliate by Chatwize in the performance of the services contemplated herein. 
    2. Affiliate shall not permit its interests to conflict with its obligations under these Terms and shall comply with all reasonable and lawful instructions of Chatwize.
    3. If Chatwize, in its sole discretion, believes that Affiliate is not meeting Chatwize’s requirements or that Affiliate is otherwise unfit to provide the Services, Chatwize may, in its sole discretion, terminate these Terms effective immediately by providing written notice to Affiliate without prejudice to Chatwize's rights under these Terms.
    4. Affiliate shall have no authority and shall not hold itself out as having authority or permit any person to hold itself out as having authority to bind Chatwize in any way, and shall not take any action or otherwise conduct itself in such a manner as to create the impression that Affiliate has authority to do so. 
    5. Affiliate may only use such marketing or promotional materials relating to Chatwize or the Services as are provided to Affiliate by Chatwize. 
    6. Affiliate shall not create any such material or use Chatwize's name, logo or intellectual property without Chatwize's prior written consent and approval. 
    7. Chatwize shall have the right, in its sole and absolute discretion, to reject any traffic sources used by Affiliate.
    8. The parties agree that the Services provided under these Terms are provided at Affiliate's own expense and risk.

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  1. COMPLIANCE WITH LAWS AND REGULATIONS
    1. Each party shall, at its own expense, comply with all applicable laws and regulations relating to its activities under these Terms.
    2. Affiliate understands, accepts and agrees that it will at all times ensure that none of its actions result in any actual or potential violation of applicable laws and regulations and agrees to cooperate with Chatwize in any requests to achieve or improve Chatwize's compliance with applicable laws and regulations.
    3. Affiliate agrees to: 
      1. abide by Chatwize's marketing and communications requirements;
      2. fully cooperate with Chatwize at all times; and 
      3. provide all documentation, communication records, and other information and clarifications that Chatwize may require to assess Affiliate’s compliance with this Clause 6.

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  1. COMMISSION, RESULTS REPORT AND PAYMENT
    1. Subject to the provisions of this Clause 7 and provided that the Affiliate complies at all times with its obligations under these Terms, the Affiliate shall be entitled to 20% of the net revenue generated by the Customer with the exclusion of any recurring settlements, if any (“Commission”). Once the requirements set out have been achieved, Commission will be payable within 30 days of the preceding calendar month.
    2. Affiliate acknowledges and agrees that Chatwize shall at all times have the sole right, subject to applicable laws and regulations, to determine whether to accept a prospective customer as a Customer.
    3. Chatwize agrees to provide an earnings report to Affiliate through its backend and in the Affiliate Account. 
    4. Notwithstanding anything to the contrary in these Terms, no commission will be paid to the Affiliate a) before he/she has registered and fulfilled the other conditions stated herein; b) if websites are blocked, IP addresses are blacklisted, due to the use of faulty plugins, failure to update, spamming, etc.
    5. Chatwize has the right to suspend and/or withhold accrued but unpaid commissions if the Affiliate violates any provision of these Terms. 
    6. Further, it is hereby clarified that in any case where Chatwize determines that the suspected transactions are not in fact qualified, Chatwize shall have the right, in addition to any other rights or remedies available to Chatwize under these Terms or applicable law, to block access to the Chatwize Affiliate Program for such Affiliate, to modify such Affiliate's compensation (including retroactively), and to immediately block such Affiliate's access to the Chatwize Affiliate Program, without compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against Chatwize, its affiliates, its directors, officers, shareholders and employees with respect to any such action taken by Chatwize. 
    7. Chatwize reserves the right to take legal action against Affiliate in the event Affiliate attempts to manipulate Chatwize and/or abuse the Chatwize Affiliate Program. Without limiting the foregoing, Chatwize reserves the right to withhold, offset and/or deduct any payments due to Affiliate in the event of such manipulation and/or abuse, and may also terminate these Terms with immediate effect.
    8. Chatwize shall have the right to change the Commission from time to time.
    9. Affiliate shall bear its own costs of providing the Services under these Terms and shall be solely responsible for the payment of all personnel, marketing, communications, administrative and other overhead costs, taxes and/or duties and/or fees and charges arising from the provision of the Services under these Terms (including domain and other Internet-related payments).

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  1. REPRESENTATIONS AND WARRANTIES
    1. Affiliate hereby represents and warrants to Chatwize (i) that it is capable of entering into these Terms and performing the Services contemplated hereby, (ii) that it will not violate any applicable laws and regulations in performing the Services, (iii) that it is not insolvent or subject to any administrative, bankruptcy, tax or other proceedings.
    2. The Affiliate agrees to inform potential customers that their legal relationship is exclusively with Chatwize and that all communication is exclusively with Chatwize.

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  1. INTELLECTUAL PROPERTY
    1. Affiliate acknowledges and agrees that the intellectual property rights owned by Chatwize remain the property of Chatwize and that nothing in these Terms or in any disclosures made during the course of or arising from these Terms shall be construed as granting to Affiliate any right, entitlement, license, patent, copyright, design license or other intellectual property rights now or hereafter existing.
    2. Nothing in these Terms shall be deemed a waiver, assignment or claim by Chatwize of any such intellectual property rights.

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  1. NO PARTNERSHIP OR AGENCY

The relationship between Chatwize and Affiliate is that of independent parties. Nothing in these Terms is intended to create an employee-employer relationship, an affiliation or joint venture between the parties, to make one party the agent of another party, or to authorize any party to incur or assume any obligation for or on behalf of any other party.

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  1. TERMINATION
    1. Without prejudice to any other rights or remedies available to it and subject to these Terms either party may terminate these Terms for any reason at any time after giving the other party 14 days' written notice.
    2. Chatwize shall have the right to terminate the Chatwize Affiliate Program at any time and for any reason.
    3. Notwithstanding the foregoing, Chatwize may terminate these Terms effective immediately by written notice to Affiliate if: 
      1. Affiliate commits a material breach of these Terms; 
      2. Affiliate creates or uses advertising in the Marketing that violates these Terms.

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  1. CONSEQUENCES OF TERMINATION

Termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to recover damages for breaches of the Agreement that existed at or prior to the date of termination.

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  1. DATA PROTECTION
    1. For the purposes of applicable data protection laws, the parties agree to process any personal data submitted in accordance with the Dutch GDPR Implementation Act (Uitvoeringswet Algemene Verordening gegevensbescherming) (“UAVG”) and the EU's General Data Protection Regulation (“GDPR”).
    2. Affiliate agrees that if it has provided any third party personal data to Chatwize, it has all necessary consents and notices to enable lawful transfer of such personal data to Chatwize, and agrees to indemnify Chatwize in respect of any liabilities, penalties, fines, awards or costs arising from its failure to comply with this requirement.

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  1. AVAILABILITY OF THE CHATWIZE AFFILIATE PROGRAM.
    1. The Chatwize Affiliate Program is provided "as is" and on an "as available" basis. Chatwize does not warrant that the Chatwize Affiliate Program is free from defects and/or errors. To the fullest extent permitted by law, Chatwize makes no warranty (express or implied) as to fitness for a particular purpose, accuracy of information, compatibility or satisfactory quality.
    2. Chatwize assumes no liability for any interruption or unavailability of the Chatwize Affiliate Program due to external causes, including, but not limited to, failure of ISP equipment, host equipment, communications networks, power outages, acts of nature, acts of war, or legal restrictions and censorship.

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  1. RIGHT TO CHANGE THESE TERMS 
    1. Chatwize reserves the right to revise these Terms at any time. 
    2. Revisions will be made only if necessary to comply with a change in relevant law or government regulation or to accommodate a change in business processes or procedures. 
    3. If Chatwize changes these Terms, Chatwize will notify Affiliate and provide notice by indicating at the top of this page that these Terms have changed and the relevant date. 

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  1. ACCOUNT AND PASSWORD
    1. Access to the Chatwize Affiliate Program is through a special account for which the Affiliate creates a unique user ID and password. 
    2. The Affiliate is responsible for keeping its user ID and password confidential. The Affiliate is also responsible for all users of its account who have access to it, whether or not the Affiliate has authorized its use. The Affiliate will immediately notify Chatwize of any unauthorized use of the Affiliate Account.
    3. Affiliate is solely responsible for any loss, damage, fees or liability resulting from lost, stolen, hacked or otherwise compromised user IDs and passwords.
    4. Chatwize does not have access to the Affiliate's current password and can only reset the Affiliate's password for security reasons.

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  1. LIMITATION OF LIABILITY
    1. To the fullest extent permitted by law, Chatwize shall not be liable for any direct or indirect loss or damage, foreseeable or otherwise, including indirect, consequential, special or exemplary damages arising out of the use of the Website or the information contained therein. Users should be aware that they use the Website and its contents at their own risk. 
    2. Nothing in these Terms and Conditions shall exclude or limit Chatwize's liability for death or personal injury resulting from Chatwize's negligence or fraud.

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  1. INDEMNIFICATION AND REMEDIES
    1. Affiliate shall indemnify Chatwize and hold Chatwize harmless upon demand with respect to any direct, indirect, punitive, incidental, special, consequential or other damages, all liabilities, costs, claims, demands and expenses (including legal fees) of any kind (collectively, "Losses"), suffered by Chatwize as a direct or indirect result of any act or omission of Affiliate in connection with its relationship with Chatwize or any customer referred to Chatwize by Affiliate, or any failure of Affiliate to perform its obligations under these Terms, other than Losses resulting from Chatwize's negligence, fraud, willful misconduct or material breach of the terms of these Terms.
    2. Without prejudice to the generality of the foregoing, Affiliate agrees to indemnify and hold Chatwize harmless for any losses incurred as a result of any adverse action. In the event that an adverse action consists of or relates to a derogatory or defamatory statement about Chatwize, Affiliate agrees to take such remedial action as Chatwize may direct and to make a corrective statement to eliminate the effects of the adverse action, provided that Affiliate shall not be required to make a misleading or untrue statement. 

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  1. OTHER IMPORTANT TERMS
    1. These Terms constitute the entire agreement between the parties and supersedes all prior agreements, promises, representations, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. All notices shall be given by email to either party using the last known email address. Such notice shall be deemed received on the date of mailing if the email is received in full on a business day, and on the next business day if the email was sent on a weekend or holiday.
    3. The failure or delay of any party to exercise any right or remedy under these Terms or under law shall not constitute a waiver of such or any other right or remedy, nor shall it prevent or limit the further exercise of such or any other right or remedy. The single or partial exercise of any such right or remedy shall not prevent or limit the further exercise of that or any other right or remedy.
    4. If any provision or part of any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed amended to the extent necessary to make it valid, legal and enforceable. If such amendment is not possible, the provision or part-provision in question shall be deemed deleted. Any modification or deletion of a provision or portion of a provision under this clause shall not affect the validity and enforceability of the remaining provisions of these Terms.
    5. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of the Netherlands. In the event of any such disputes or claims in connection with these Terms, the parties agree to first engage in good faith discussions with the other party to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, the parties agree to irrevocably submit to the exclusive jurisdiction of the courts of the Netherlands.

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Hambakenwetering 1,
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