Definitions
Agreement refers to these Terms and Conditions between you and Data Talks.
Commission refers to the amount earned from successful new customers of the Data Talks 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, specifically [INSERT PARTNER NAME].
Partner Program Manager means the individual or individuals who have the legal authority from Data Talks to manage and represent its interests in the Partner Program.
Partner Program refers to the Partner Program operated by Data Talks and specified in these Terms.
Services shall mean Data Talks CDP services that help customers Integrate all scattered data sources, get a 360° view of end customers, segment and act on insights in real-time.
Data Talks Website(s) refer to datatalks.se or any of its subdomains.
User refers to the Partner website visitor who may or may not click a Partner link and be directed to the Data Talks Website to purchase products from Data Talks.
User refers to the Partner website visitor who may or may not click a Partner link and be directed to the Data Talks Website to purchase products from Data Talks.
1. Scope
1.1 These Terms and Conditions (the “Terms”) constitute the entire Agreement between You and Data Talks (”Data Talks” or “we,” “our” or “us”), regarding your participation in the Data Talks Partner Program, specified in these Terms. This Agreement supersedes all prior agreements and communications of the parties, oral or written.
1.2 Subject to the terms and conditions set forth herein, Data Talks hereby appoints Partner as Data Talks’ non-exclusive sales intermediary towards the Customers for 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. Grant of Licenses
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 Service (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 Data Talks and the goodwill associated with it will inure to the sole benefit of Data Talks.
2.2 Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, 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. Partner Obligations
To enroll in our Partner Program, you must:
- have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth herein;
- complete and submit the online application through the Data Talks website;
- be accepted by Data Talks into the Partner Program.
3.2 Partner’s main task is to operate as a marketing or sales promoter on behalf of Data Talks and to introduce potential Customers, lead them directly to our website or a Data Talks sales representative. Partner may act as a sales promoter either by i) using a Partner link on its website, or ii) referring the potential customer and the sales opportunity to Data Talks. When applicable and agreed the partner will also act as Data Talks 1st line support for customers in the specified areas.
3.3 We reserve the right at our sole discretion to reject your membership in our Partner Program or re-evaluate 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 Data Talks and to market and promote such Services to Customers, make introductions with Customers, and discover opportunities that may result in a sale.
3.5 Partner agrees that their website, service, or correspondence does not contain any materials that in Data Talks’ sole discretion are considered to:
- 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;
- Includes violent, obscene, defamatory, libelous, slanderous and/or unlawful content;
- 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;
- Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
- Includes “Data Talks” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns
- Promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
- Make representations through domain name, code, designs, imagery, video, text or otherwise that makes your website resemble the Data Talks Website in a manner which leads customers to believe you are the Data Talks Website, business or a legal representative of Data Talks in any way. Creation of separate websites to solely promote Data Talks products and services requires a prior written approval from a Partner Program Manager.
- Make false claims and promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the partner links.
- 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.
- 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 Data Talks Website.
3.6 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 Data Talks Website or sets a cookie. Partner with such text will be removed from the program immediately.
3.7 Partner may not use misleading text on partner 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.
3.8 The Partner is solely responsible for the maintenance and information updates on its website. For example, if Data Talks’ 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.
3.9 While this Agreement remains in force, Partner shall serve Data Talks in good faith, in compliance with all applicable regulations and high ethical standards, and with all due diligence observe all reasonable instructions given by Data Talks and act in Data Talks’ interest.
3.10 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 partner 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.
4. Data Talks Rights and Obligations
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 Partner links to the Data Talks 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 a reasonable time, but no longer than thirty (30) days, constitutes a material breach of this Partner Agreement.
5. Term and Termination
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 written notice. Written notice can be sent by email to either party.
5.2 Data Talks 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:
If Partner commits fraud or abuses this Partner Program in any way (including violations of section 3.5). If such fraud or abuse is detected, Data Talks shall not be liable to you for any Commissions for any fraudulent sales/sales based on abuse.
5.3 If the Agreement is terminated in accordance with section 5, Data Talks shall not be liable to pay any Commission to you after the termination of the Agreement unless agreed in writing.
6. Commission Payment
6.1 Partner will be entitled to Commission in accordance with this section 6 as stated below:
6.1.1 Existing Partner client
Existing Partner client who Partner is commercially engaged for delivering services. Compensation to Partner is X% of license fee for ongoing account management and support.
6.1.2 New client
New client that Partner pitches and wins specifically relating to the sale of Data Talks CDP. Compensation to Partner is XX% of license fee for winning the business and, if applicable, additional XX% for ongoing account management and support.
6.1.3 Agency model
A client, new or existing, wants to outsource the management of their data and integrations completely to the Partner as an agency, which includes the Data Talks CDP. Data Talks will in this case charge the Partner the license fee and the Partner is to charge the client. The price charged to the client from the Partner must be communicated to and approved by Data Talks.
6.2. Any Commission paid to the Partner by Data Talks 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 Data Talks 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.
7. Partner Promotional Materials
7.1 You are free to promote what you deem appropriate on your own website(s), but any promotion that mentions Data Talks 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 Data Talks. Any promotions by Partners should never contravene promotional laws in their location.
7.2 Advertising is 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 Data Talks’ 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.
7.3 Partners that bid in their pay-per-click campaigns on keywords such as datatalks.se, Data Talks, Data Talks coupons, Data Talks Discounts, data talks, www.datatalks, www.datatalks.se, and/or any misspellings or similar alterations of these – be it separately or in combination with any other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to our website (www.datatalks.se), will be considered to be in material breach of the Agreement. In order to use any Data Talks-related keywords through paid advertising, you need prior approval from one of the Data Talks partner managers. Using “doorway pages” in such instances or overall as part of Data Talks promotional activities is also strictly prohibited.
8. Confidentiality
8.1 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.
9. Miscellaneous
9.1 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 Data Talks. 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.
9.2 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.
9.3 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.
9.4 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 accordance with the Arbitration Rules of the Sweden Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The number of arbitrators shall be one. The language of the arbitration shall be English.