On the one hand, HELLO UMI S.L., entity of Spanish nationality with professional address at Barcelona, Carrer de París, 82, Local 1, Derecha, CP 08029, provided with Tax Identification Number ESB98767551 (hereinafter, “Landbot”)
It is found in this act by Mr. Jiaqi Pan, who acts in his capacity as CEO and legal representative of the company.
By participating in our affiliate program you are agreeing that you have read and understood these Terms and conditions and that you agree to be legally responsible for each and every term and condition herein.
Throughout the following Agreement, the following definitions will apply:
“Abandoned Partner Account” means any Partner account whose Partner Dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.
“Agreement” or “Terms” refers to these Terms and Conditions between you and Landbot.
“Commission” refers to the amount earned from successful purchases of the Landbot Services through referral by Partner.
“Customer(s)” shall mean any legal entities which are potential end users of Services.
“Partner”, “you”, “your”, “yours” means the legal entity agreeing to participate in the Partner Program, and who will legally be bound by the Terms and Conditions herein.
“Partner Dashboard” refers to the online location (https://dash.partnerstack.com/landbot/) through which the Partner can manage the Partner Program and accept these Terms and Conditions.
“Partner Program Manager” means the individual or individuals who has the legal authority from Landbot to manage and represent its interests in the Partner Program.
“Partner Program” refers to the Partner Program operated by Landbot and specified in these Terms.
“Services” shall mean all Landbot Services offered in the Landbot’s Website, under the domain www.landbot.io.
“Landbot Website(s)” refer to Landbot’s website, accessible through the domain name https://landbot.io/ or any of its subdomains.
User refers to the Partner website visitor who may or may not click a referral link and be directed to the Landbot Website to purchase products from Landbot.
1.1. These Terms and Conditions (the “Terms”) constitute the entire Agreement between You and Landbot (”Landbot” or “we,” “our” or “us”), regarding your participation in the Landbot Partner Program specified in these Terms. This Agreement supersedes all prior agreements and communications of the parties, oral or written, regarding specifically the Affiliate program.
1.2. Subject to the Terms and Conditions set forth herein, Landbot hereby appoints the Partner as Landbot’s non-exclusive sales intermediary towards new Customers to offer the Services, and the Partner hereby accepts such appointment. Partner shall make introductions with potential Customers and discover opportunities that result in a sale.
2.1. Subject to compliance with these Terms, we grant to you a non-exclusive, non-transferable, revocable right to: (i) promote, market and distribute the Services (ii) access our site through Partner/referral links, solely in accordance with this Agreement and (iii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Partner Program. You agree that all uses of the Licensed Materials will be on behalf of Landbot and the goodwill associated with it will inure to the sole benefit of Landbot.
2.3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, abusive, obscene or that otherwise portrays the party in any negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Partner Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
3.1 To enroll in our Partner Program, you must:
(i) be at the age of majority in your jurisdiction or the age of 18 whichever is greater;
(ii) have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth herein;
(iii) complete and submit the online application through the Landbot website;
(iv)be accepted by Landbot into the Partner Program.
3.2 Partner’s main task is to operate as a marketing or sales promoter on behalf of Landbot and to introduce potential Customers or lead them directly to our website. Partner may act as a sales promoter either by i) using a referral link on its website, or ii) referring the potential Customer and the sales opportunity to Landbot.
3.3 Landbot may choose at its discretion to auto-approve your application. We reserve the right at our sole discretion to reject your membership in our Partner Program or re-evaluating your application at any point in time. This is especially true if the Partner’s website or promotional materials breach any of the points set out in section 3.5.
3.4. As a Partner, you shall have the right to obtain Service information and other marketing material from Landbot’s resources section on the PartnerStack platform and to market and promote such Services to Customers, make introductions with Customers and discover opportunities that may result in a sale. As a member of the Partner Program, you will be granted access to the Partner Dashboard. There you will have an option to review the details of our Partner Program including our promotional materials, such as the playbook, content inspirations, landing pages, marketing assets and referral links to web pages within the Landbot Website. You will be free to browse and get tracking codes for our offers if and when they are available. In order for us to accurately keep track of all guest visits from your site to the Landbot Website, you must use the referral link that we provide for each banner, url, text link, HTML code or any other promotional material listed.
3.5 Partner agrees that their website, service or correspondence does not contain any materials that in Landbot’s sole discretion are considered to:
(i) Promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in your local jurisdiction;
(ii) Include violent, obscene, defamatory, libelous, slanderous and/or unlawful content;
(iii) Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
(iv) Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law,
(v) Include "Landbot" or variations or misspellings thereof in its domain name and as keywords in PPC campaigns.
(vi) Promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
(vii) Promote gambling, including without limitation, any online casino, sports books, bingo, or poker;
(viii) Contain software downloads that potentially enable diversions of commission from other Partners in our program;
(ix) Make representations through domain name, code, designs, imagery, video, text or otherwise that makes your website resemble the Landbot Website in a manner which leads customers to believe you are the Landbot Website, business or a legal representative of Landbot in any way. The creation of separate websites to solely promote Landbot products and services requires a prior written approval from a Partner Program Manager.
(x) Offer rebates, coupons, or other forms of promised kickbacks from your Commission as an incentive. Adding bonuses or bundling other products with Landbot, however, is acceptable, if prior permission is received from the Partner Program Manager.
(xi) Make false claims and promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the referral links.
(xii) Promote any special deal or offer in a way that contradicts the arrangement set forth by the Partner Program Manager when offering such a deal to you.
(xiii) Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set Partner cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Partner Program links must direct users to the Landbot Website
3.5.1 We do not work with Partners with discount, cashback or coupon websites. Any discounts provided to Partners must not be displayed publicly. If a non-coupon, cashback or discount website displays a coupon or a discount, after receiving prior consent from a Partner Program Manager, user must be able to see such coupon/deal/savings information and details before a Partner cookie is set (i.e. “click here to see coupons and open a window to the Landbot website” is NOT allowed).
3.5.2 Partner sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the Landbot Website or sets a cookie. Partners with such texts will be removed from the program immediately.
3.5.3 Partner may not bid on or use phrases, such as Landbot Coupon(s), Landbot Discount(s) or other phrases implying coupons, bargains or discounts are available. Any misspellings of our brand name in combination with coupon/deal/savings or any synonyms or similar alterations of these words are also strictly prohibited.
3.5.4 Partner may not use misleading text on referral links, buttons or images to advertise anything besides currently authorized deals to the specific Partner. The commercial purpose of the Partner’s marketing efforts must be clearly identifiable. The Partner shall not disguise its partner marketing efforts as consumer recommendations or as similar non-commercial messages.
3.6. The Partner is solely responsible for the maintenance and information updates on its website. For example if Landbot’s pricing policy changes, it will be up to the Partner to update this information. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
3.7. While this Agreement remains in force, Partner shall serve Landbot in good faith, in compliance with all applicable regulations and high ethical standards, and with all due diligence observe all reasonable instructions given by Landbot and act in Landbot’s interest.
3.8. As a Partner, you can only create and use one (1) account when signing up for the Landbot affiliate program on PartnerStack. You can list multiple domains within one account, but only one account is allowed.
3.9. Self-referrals for partner purchases are strictly prohibited. This means that you cannot refer yourself, your immediate family or the company you work for by using your referral link. You will not receive a Commission on any purchases made by yourself for your own use, your immediate family members or the company you work for.
3.10. If your account was terminated as set forth in section 5.2, you may not create another account in our Partner Program.
4.1. We reserve the right to monitor your site at any time to determine whether you are following these Terms. We may inform you of any changes to your site that we feel you should make, or to ensure that your referral links to the Landbot Website are placed appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes to your website that we feel are necessary within reasonable time, but no longer than thirty (30) days, constitutes a material breach of this Partner Agreement.
4.2. We reserve the right to remove Abandoned Partner Accounts from our system if their balance is equal to or less than $50 after a 6 month period of inactivity. In this case any accumulated commissions below $50 (minimum payout threshold) will be forfeited.
5.1. This Agreement shall take effect upon our acceptance of your Partner application and shall remain in effect until terminated in accordance with this section 5. Either party may terminate this Agreement at any time, with or without cause, by giving the other party a written notice. Written notice can be sent by email to either party, or through any appropriate mechanism in the Partner Dashboard.
5.2. Landbot may terminate this Agreement or terminate or suspend any access to the Partner Program with immediate effect and without prior notice in the following circumstances:
(i) If Partner commits fraud or abuses this Partner Program in any way (including violations of section 3.5 and section 8).
(ii) If such fraud or abuse is detected, Landbot shall not be liable to such Partner for any rewards or Commissions for any fraudulent sales/sales based on abuse.
(iii) If the Partner commits a material breach of its obligations under this Agreement.
5.3. If the Agreement is terminated in accordance with section 5, Landbot shall not be liable to pay any Commission to you after the termination of the Agreement.
6.1. We can change the content of these Terms at any point in time. In such an event, you will need to comply with a revised version of these Terms when prompted to do so in the Partner Dashboard. If any modification is unacceptable to you, your only option is to end your association with the Partner Program by closing your account. If you do not accept the modified Partner Program Terms within thirty (30) days of the update, we reserve the right to terminate your Partner account.
6.2. Continued participation in the Partner Program will indicate your agreement to the changes and your adherence to any modified Terms.
7.1. Partner will be entitled to Commission in accordance with section 7. Commissions are paid depending on whether Partner is (i) using a referral link, or (ii) referring the potential Customer and the sales opportunity to Landbot.
(i) If a Partner is using a referral link on their website, and the referral purchases a Landbot license with that referral link from the Landbot website, then Landbot shall pay a Commission through PartnerStack platform on all such purchases that were completed by a referral from the website.
(ii) Referring potential customers to Landbot without the use of a referral link requires prior written approval from one of the partner program managers.
7.2. The Commission amounts are set out on the Partner Dashboard on PartnerStack. Commission amounts per product/service sold may be changed by Landbot at any time. You are solely responsible for determining if the Commission amount for a referral link you have placed on your website has changed or has been discontinued. Any changes to our pricing will be communicated to you via email.
7.3. Accrued Commissions will be available for withdrawal on the 13th date of the month following the transaction that generated the commission. The minimum threshold to withdraw commissions is $25. The Commissions due are calculated in accordance with the statistics and balance that are collected, calculated and displayed on the PartnerStack Dashboard. The only valid statistics used for determining Commissions will be those displayed in the PartnerStack Dashboard.
7.4. For a Partner to receive a Commission, the Partner account must remain active for a minimum of one (1) month and thirteen (13) days, as Commissions accumulated in the current month are made available for withdrawal on the 13th date of the upcoming month.
7.4.1. Every generated Commission will be delayed by seven (7) days to allow for end customer refunds in accordance with Landbot’s General Terms and Conditions of Use and Contracting. If the purchaser is not an existing customer, does not request a refund within this timeframe, and if the Commission or reward was not a result of a self-referral and doesn’t breach any other terms of this Agreement, the Partner will see such rewards added to their partner dashboard and made available for withdrawal in accordance with this term.
7.4.2. We also reserve the right to decline a commission, if a referral is an existing customer or if they were introduced to us earlier by another partner or channel.
7.5. Partner is responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the Partner relationship with Landbot including those incurred in order to receive commissions.
7.6. Available payment options for Commissions are described in the Partner Dashboard, any other payment options may be declined for use at our discretion. We offer two payout options: PayPal and Stripe. In order to receive commissions please make sure that you added your payment details in the Rewards & Withdrawals section of PartnerStack dashboard.
7.7. Any Commission paid to the Partner by Landbot under this Agreement shall represent the Partner’s sole remuneration from its activities and unless otherwise agreed, Partner shall not be entitled to reimbursement by Landbot of any costs or expenses incurred by Partner in connection with its duties under this Agreement. Representative’s right to receive commission shall be valid for the term of this Agreement.
8.1. You are free to promote what you deem appropriate on your own website(s), but any promotion that mentions Landbot and any associated trademarks may be perceived by the press or the public as a joint effort. You should therefore note that certain forms of advertising are always prohibited by Landbot. Any promotions by Partner should never contravene promotional laws in their location.
8.2. Advertising commonly known as "spamming" is inappropriate and unacceptable to us and constitutes a material breach of this Partner Agreement. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, you may not advertise in any way that effectively hides or misrepresents your own identity, your domain name, or your email address. You may use emails or other messages to customers to promote Landbot’ Services if the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them.
8.3. In any direct marketing messages sent by the Partner, the Partner must identify itself and its contact details. Partner warrants that it complies with applicable data protection legislation including General Data Protection Regulation (EU) 2016/679 when processing personal data. Furthermore, Partner warrants that it has informed data subjects about their personal data processing including possible disclosures and it has obtained data subjects’ consents to the processing of those personal data if required by applicable data protection legislation.
8.4. Also, you may only post to newsgroups to promote Landbot products if the news group specifically welcomes commercial messages. You must always clearly represent yourself and your websites as independent from Landbot.
8.5. In order to promote Landbot through paid advertising Partner needs prior approval from one of Landbot partner managers.
8.5.1. It is strictly prohibited to use keywords such as Landbot, Landbot, Landbot.com, Landbot coupons, Landbot Discounts, Land bot, www.Landbot.com, and/or any misspellings or similar alterations of these – be it separately or in combination with any other keywords within pay-per-click campaigns.
8.5.2. Directing traffic from any pay-per-click campaign straight to our website using the referral link is not allowed. Using “doorway pages” in such instances or overall as part of Landbot promotional activities is also strictly prohibited.
8.6. Partner shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to referrals from the time the referral clicks on a qualifying link until such time as the referral has fully exited the Landbot Website (i.e., no page from our site or any Landbot’ content or branding is visible on the end-user’s screen).
As used herein a. “Parasiteware” and “Parasitic Marketing” shall mean an application that:
(a) through accidental or direct intent causes the overwriting of Partner and non-Partner commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;
(b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given Internet search and directory engines (services referred here as examples include, but are not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot);
(c) set commission tracking cookies through loading of Landbot site in iFrames, hidden links and automatic pop ups that open Landbot.com’s site;
(d) targets text on websites, other than those sites 100% owned by the application owner, for the purpose of contextual marketing; or
(e) removes, replaces or blocks the visibility of Partner banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
9.1 You represent and warrant that:
(i) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
(ii) You have the full right, power, and authority to enter into and be bound by these Terms and to perform your obligations under this Agreement, without the approval or consent of any other party;
(iii) You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
9.2 LANDBOT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING LANDBOT SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF LANDBOT’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
10.1. To the extent permitted by law, we will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall Landbot’s cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total Commission fees paid to You under this Agreement during the preceding three (3) months period.
11.1. Partner will defend, indemnify and hold harmless Landbot, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on:
(i) any claim that our use of the Partner trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(iii) any claim related to your site, including, without limitation, content therein not attributable to us.
12.1. All information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement in whatever form that is either marked as confidential, or that should reasonably be understood to be confidential by its nature or circumstances in which the information or material is disclosed (“Confidential Information”), will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such Confidential Information of the other party without express written permission of the disclosing party.
13.1. The User can share with Landbot their complaints, claims and/or information requests:
(i) Sending an email to the address email@example.com or firstname.lastname@example.org.
(ii) Sending a letter to Calle Paris, 82, Barcelona (Spain) - 08029.
Landbot.io has official complaint/claim/request forms that the User may request.
14.1. You certify that you are an independent contractor, and as such, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Landbot. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this Section.
14.2. The parties note that the Partner is free to determine the essential means of processing personal data relating to its partner marketing activities. For instance, whether or not the Partner targets any identified or identifiable natural persons as a part of its marketing efforts, or otherwise processes personal data for Partner marketing purposes, is solely determined by the Partner. As a consequence, the Partner serves as a data controller with regard to any personal data processed by it for the purpose of the conclusion and performance of this Agreement.
14.3. Neither party may assign its rights or obligations under this Agreement to any third party without the express written consent of the other party, except to a party who obtains all or substantially all of the business or assets of a party to this Agreement.
14.4. This Agreement shall be governed and construed in accordance with the laws of Spain, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in the Courts and Tribunals of Barcelona (Spain), expressly waiving any other jurisdiction that could correspond.
14.5. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.6. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.
14.7. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect.
These Terms and Conditions were last modified on 13/08/2021.