Partner Program Terms

These Partner Program Terms (the “Terms”) govern your participation in the Partner Program (the “Program”) offered by Text, Inc. (“Text,” “Company,” “we,” or “us”), with its principal office at 101 Arch Street, 8th Floor, Boston, MA 02110, USA. By registering for or participating in the Program, you (“Partner,” “you”) agree to be bound by these Terms and by our Privacy Policy (together the Agreement), binding between you and the Company. Collectively, you and the Company are the “Parties”, and individually, each is a “Party.”

1. Introduction

These Terms become effective on the date you: (a) register for the Program at www.partners.livechat.com or www.text.com/partners (collectively the “Site”), or (b) execute an applicable order form (the “Effective Date”). These Terms govern only your participation in the Program and do not modify or override any other agreement you may have with Text, or its affiliates. 

If you do not accept or fully understand these Terms, you should not register for or participate in the Program. 

2. Definitions

“Partner” (also “you”) means any natural or legal person participating in the Program (including any affiliated company, agencies, or networks acting on its behalf) that registers for the Program via the Site and is bound by the Agreement. Where applicable for the Partner’s type, the Partner may act on behalf of a Client to assist in purchasing, creating, managing, or administering the Client’s subscription to the Services.

“Client” means any person or entity that signs up for or uses the Services supplied by Text, including anyone acting on their behalf. 

“Services” means the services/products supplied by Text under the main Terms of Use. 

“Partner’s Account” refers to the account a Partner creates through the Site to manage their participation in the Program. 

“Affiliate” means a Partner who promotes the Services using referral links and earns commissions from qualifying activity.

“Solution Partner” means a Partner that is a company or entrepreneur verified by the Company, which offers or resells the Services directly to its customers.

“Referral Fee” means the commission payable by Text to a Partner for referring Clients or selling the Services under these Terms.

“Referral Link” refers to a unique link containing a unique affiliate ID and additional information assigned to the Partner’s Account, which allows the Company to attribute referrals and track qualifying activity.

“Last Click Attribution Model” means the principle on which, if multiple Affiliates refer the same Client, the Affiliate whose Referral Link was clicked last is credited with the referral.

“Second Tier Affiliation” means a model extension allowing Affiliates to refer additional partners to the Program and earn a commission based on the referred Partners’ sales. “Amount Due” means the final amount payable to the Partner based on the Program activity.

“Licensed Materials” means Company-provided promotional assets (e.g., banners, buttons, search engines, logos, trade names, trademarks, graphic images, and similar materials/assets).

3. Data Protection

3.1. The Company is committed to protecting personal data and complying with Data Protection Laws, including, but not limited to, those of the European Union. Suspected data protection concerns or breaches may be reported to support@text.com.

3.2. By participating in the Program, the Partner expressly consents to Text processing their information and its authorized representatives (including personal data) as necessary to provide, operate, and maintain the Program, in accordance with the Company’s Privacy Policy and the Data Processing Addendum. Processing may include, without limitation, the collection, use, storage, and disclosure of such information.

3.3. The Partner represents and warrants that it will comply with all applicable data protection laws when processing Client Data, including personal data in connection with the Program. The Partner is solely responsible for obtaining necessary consents for data processing, disclosure to Text, data transfer, and maintaining the lawful basis for such processing. The Company assumes no responsibility for the accuracy, quality, or lawfulness of personal data collected by the Partner.

3.4. The Partner shall indemnify, defend, and hold harmless Text and its affiliates from and against any and all losses, fines, penalties, damages, costs, and reasonable attorneys’ fees arising out of or relating to (a) the Partner’s breach of applicable data protection laws, (b) invalid, missing, or insufficient consents, or (c) any personal data breach involving data provided by the Partner. The foregoing indemnities are not subject to any limitations or exclusions of liability set out in this Agreement.

4. Partner Program Acceptable Use and Participation

4.1. To participate in the Program, the Partner: (i) must be at least 18 years old; (ii) have legal capacity to enter into a binding agreement, and (iii) maintain an active and verified PayPal account in good standing required to withdraw Referral Fees ( not required for Program registration). 

4.2. The Partner may participate as an Affiliate, a Solution Partner, or both within a single Partner Account. 

4.3. If the Partner participates in the Program on behalf of an entity, the Partner represents and warrants that they are duly authorized to bind that entity to this Agreement. 

4.4. The Company may refuse Program participation to any person at any time, in its sole discretion.

4.5. The Program is governed by the then-current version of this Agreement as posted on the Site. We may update the Agreement from time to time at our sole discretion. Updates take effect immediately upon posting and supersede all prior versions. Continued participation in the Program constitutes acceptance of the updated terms and conditions. If you do not agree, you may delete your Partner Account at any time.

4.6. The Partner acknowledges and agrees that Referral Fees: (a) are calculated solely on the Services price; and (b) are exclusive of all taxes, which the Partner is solely responsible for reporting and paying in connection with their tax obligations.

4.7. The Company may, in its discretion, withhold or reduce the Referral Fee when Clients are reassigned to, self-report, or engage directly with the Company’s sales team. 

4.8. The scope of the Program may change from time to time at the Company’s sole discretion; provided, however, that such changes will not materially reduce the overall functionality of the Program. Changes required by law, security, or government requirements, or the removal of beta features, are not considered a material reduction. 

4.9. If the Amount Due for a calendar month is negative, the Company may (but is not obliged to) offset it against future earnings. Amount Due under USD 50 for a particular calendar month may be carried forward to the end of the calendar month in which the Amount Due (including any sums carried forward in this way) exceeds USD 50.

4.10. If the Amount Due exceeds USD 50, the Affiliate may withdraw the funds from the Partner Account at any time (in the amount of the then-current Amount Due). 

4.11. The Program uses cookies and tracking technologies to operate, enhance the Partner’s experience, analyze traffic, and for marketing purposes. By using the Program, you consent to the use of cookies and tracking technologies. You may withdraw consent at any time, but disabling them will prevent continued use of the Program.

5. Partner Responsibilities

5.1. The Affiliate may post any number of Referral Links to the Services, and may also register with search, referral, or advertising services (such as Google AdWords), provided that each website or placement containing a Referral Link complies with the terms of this Agreement.

5.2. The Partner shall not engage in prohibited activities, including, but not limited to:

1. Purchase or register search engine keywords, AdWords, search terms, or other identifiers that the Company, in its sole discretion, deems to promote sexually explicit material, violence, firearms or weapons, illegal activities, counterfeit or fake items, gambling or betting, discrimination (including on the bases of race, sex, religion, nationality, disability, or sexual orientation), or that infringe third-party intellectual property rights;

2. Register, use, or attempt to register domains identical or confusingly similar to the Company’s name, the names of the Services, or any other trademarks or brand elements of the Company. The Partner must at all times comply with Text’s brand usage guidelines as updated from time to time;

3. Install or cause the installation of spyware, adware, or similar software on any device; or

4. Use any software, script, browser extension, or other triggering mechanism to inject, display, or overlay advertisements that partially or fully cover or obscure paid advertising or other content on third-party websites or otherwise interfere with a person’s ability to view such websites.

5.3. Depending on the selected Solution Partner’s model:

1. For the Reseller model: the Solution Partner introduces Services to Clients; contracts with and invoices its Clients, manages payments to the Company on Clients’ behalf; selects plans, User counts, and payment periods, and may offer additional value-added services unrelated to the Program. The Solution Partner then remits payments due to the Company. If payment fails, the Client’s subscription may be suspended or terminated. The Company may contact Clients directly if the Solution Partner is non-responsive for 14 days regarding a Client issue. For Services purchased by a Solution Partner on behalf of a Client under the Reseller model, the Solution Partner is designated as an administrative contact for that Client’s subscription. Accordingly, the Company displays to the Solution Partner the list of all Users assigned to the Client’s subscription, including those added by the Client’s own administrators, and the Solution Partner is permitted to add, activate, suspend, or unsuspend Users within the Partner App. The Solution Partner must ensure that its agreement with the Client authorizes such access and provides a lawful basis for accessing Client Data.

2. For the Referral model: the Company contracts with and invoices the Client directly. The Solution Partner has no legal or financial relationship with the Client regarding the Services and is not responsible for Client payments. 

6. Affiliate Cooperation and Referral Fees

6.1. The Affiliate earns the Referral Fee only when all of the following occur:

1. The Client’s browser has cookies enabled, 

2. The Client follows a valid Referral Link, and

3. The Client purchases Services and pays the Company in full.

6.2. The Affiliate earns a Referral Fee on each qualifying sale of the Services made in accordance with paragraph 6.1.

6.3. Referral Fees may be subject to credit card chargebacks and refunds. Fraudulent or voided transactions do not qualify for Referral Fees.

6.4. The Company is not responsible for unauthorized use of credit cards, use of personal or financial information from unauthorized sources, or any fraudulent transactions. 

6.5. Referral Fees tracking relies on cookies. If traffic from the Affiliate’s site to the Company’s website cannot be tracked due to a visitor’s use of cookie-blocking software, the Company will only pay Referral Fees on sales that can be traced back to the Affiliate.

6.6. Referral Fees apply only to Services purchased through a Referral Link. Services purchased before the Partner joined the Program or without a Referral Link are not eligible for credit.

6.7. Under the Last Click Attribution Model, if a Client clicks multiple Referral Links, the last referring Affiliate receives the Referral Fee. Cookies remain active for 120 days. 

6.8. The Affiliate acknowledges that the Company retains full control over processing Client purchases, pricing, and eligibility for the Referral Fees. All decisions regarding commissions are final and binding on both the Company and the Affiliate. 

6.9. The Affiliate does not earn Referral Fees for Clients who:

1. Has been referred in violation of any term of this Agreement or any agreement between the Company and the Client,

2. Makes an initial payment and becomes subject to a chargeback or is otherwise reversed for any other reason,

3. Fails to pass any identity or credit verification procedures conducted by or on behalf of the Company,

4. Is located in a restricted territory from which the Company does not onboard Clients, or

5. Is suspected by the Company of acting in breach of the terms and conditions governing its Services or engaging in any fraudulent or dishonest activity.

6.10. If Referral Fees were improperly paid as described in 6.9 above, the Affiliate must promptly repay the amount paid upon notice from the Company. The Company may, but is not required to, offset such amounts against future Referral Fees.

6.11. All payments made by the Company under this Agreement are made in USD via PayPal only and are deemed inclusive of any applicable value-added tax or other applicable taxes. Any withdrawal-related fees ( e.g., online transaction fees) are borne by the Affiliate.

6.12. The Affiliate may receive Referral Links and refer new Partners. If a newly referred Partner sells Services, the referring Partner receives a 5% commission on the referred Partner’s qualifying sales under the Second Tier Affiliation model.

7. Solution Partner Cooperation

7.1. The Solution Partner may participate as a Reseller and/or under the Referral model. 

7.2. Under the Reseller model: 

1. The Solution Partner introduces Services to current and prospective Clients, manages payments directly to the Company on Client’s behalf for the Clients’ Services, resells the Services using granted discount, selects applicable plan, number of Users, payment period, provides credit card details, and may offer additional value-services to the Client related to the Company’s Services, including but not limited to management and customization (the Company does not participate in the provision of these aforementioned services and has no responsibility for such services or for their financial terms).

2. The Company grants the Solution Partner a 20% discount off regular prices for all Services currently offered within the Program. Utilizing this discount, the Solution Partner is authorized to determine their own pricing for Services rendered to their Clients. The Company imposes no limitations on the reseller price, and has no responsibility for the legal or financial relationship between the Solution Partner and their Clients.

3. If the credit card details are valid, subsequent payments will be charged automatically until the expiration date of the payment period. The Solution Partner may cancel the Client’s Services at any time, without entitlement to a refund.

4. After a free trial, the credit card will be charged. If card details are not provided, are incorrect, or if payment otherwise fails, the Services will terminate after the trial.

5. The Solution Partner is authorized to enroll Clients in the Program and manage their Services through the Partner Account, including canceling Client Services and updating credit card details. Services may be discontinued immediately via the Partner Account settings or by removing credit card details from the Services. In the latter case, Services will lapse if payment is not successfully processed on the subsequent charge date.

6. The Solution Partner is solely responsible for the Client’s Services developed for their Clients and for all payments related to the acquisition of any Services.

7. The Company may terminate this Agreement with immediate effect if it is unable to reach the Solution Partner due to a client-related issue for a period of 14 days from the initial attempt at communication. In that case, the Company may contact the Client directly about its Services,

8. For any Services purchased by the Solution Partner on behalf of a Client under the Reseller model, where the Solution Partner creates and pays for the Client’s subscription through the Partner App, the Solution Partner is designated as an administrative contact for that Client’s subscription. For this purpose: (i) the Company will display to the Solution Partner, within the Partner App, the list of all Users assigned to the Client’s subscription, including those added directly by the Client or it’s administrators; and (ii) allow the Solution Partner to perform subscription-administration actions, including adding, activating, suspending or unsuspending Users, within the Partner App. The Solution Partner shall ensure that its agreement with the Client authorizes such access and management of the Client’s Services and that it has an appropriate legal basis to access and process any Client Data, including Personal Data made available for these purposes. 

7.3. Under the Referral model: 

1. The Solution Partner introduces Services to current and prospective Clients, sets the payment for ordered Services to the Client, and receives the Referral Fee under Section 6.

2. The Solution Partner does not select plans, the number of Users, the payment period, or the payment methods, and does not provide credit card details.

3. The Company charges Clients according to the Company’s pricing. The Solution Partner is entitled to the Referral Fee of 20% of each Client’s payment to the Company.

4. The Solution Partner does not add, manage, modify, or suspend Client’s Services, and has no ability to cancel Client’s Services, or access/change credit card details. Client Services are managed or closed only by the Client (or by the Company in case i.e., non-payment at the next charge date). 

5. The Solution Partner bears no responsibility for Client Services or for payments related to the acquisition of any Company’s Services.

6. To set up a subscription and prepare Services for a Client within the Solution Partner’s section of the Partner Account, the Solution Partner (if applicable) must provide the Client’s name and e-mail address to the Company for which the Services are to be prepared. 

7.4. Where you act on behalf of a Client in the capacity of the Solution Partner  (including when you create and/or administer the Client’s Services under the subscription), you represent and warrant that you are duly authorized to act on behalf of that Client and to bind the Client in connection with the Services through the Agreement. The Client remains the contracting party under the Agreement, and you, as the Solution Partner, act as its administrative contact for the purposes of managing the Services through the Partner App. You acknowledge and agree that Terms of Use, Privacy Policy, and DPA (collectively “the Agreement” between the Client and the Company) apply to any access to or processing of Client Data you perform through the Program. These documents define your role toward the Company, and establish your obligations in relation to any individuals or entities whose data you process under the Program and within the Services on behalf of a Client. You also warrant that you have a valid agreement with the Client providing an appropriate legal basis for such access and processing and clearly informing the Client of your role.

8. Company Responsibilities

8.1. The Company will pay the Partner a Referral Fee for sales of Services directly referred by the Partner, provided that the Client has accessed the Services via a valid Referral Link, and has subsequently purchased and paid for the Services in full.

8.2. The Referral Fee is a fixed % of each eligible transaction recorded by the Company for the referred Service and is calculated net of: (a) taxes, duties, and government fees, (b) discounts, rebates, coupons, and promotional credits, (c) refunds, returns, chargebacks, and reversals, (d) bad debt, write-offs, and uncollected amounts, and (e) third-party pass-through charges and payment processing fees.

8.3. Upon registration for the Program, the Company will provide the Partner with: 

1. Referral Link that redirects to the applicable Company’s website with a unique ID  assigned to the Partner and stored on the visitor’s device who enters the applicable Company’s website via a cookie active for 120 days from the visitor’s entry. Last Click Attribution Model applies, so the Referral Fee is paid to the Affiliate whose Referral Link was clicked last within that period. 

2. Affiliate platform to review statements showing the number of Clients introduced via the Referral Link, trials, and subscriptions for the Services, the Amount Due (as described in Section 6), and the Partner’s contact and payment details (including address) associated with the Affiliate’s Partner Account.

3. Solution Partner platform to review and manage Client’s subscription to the Services (including, where applicable, viewing the list of Users assigned to a Client’s subscription and managing their activation, suspension, and unsuspension), view the Solution Partner discount, and monitor payment status.

4. Licensed Materials, as described in Section 9.

9. License to Licensed Materials

9.1. Unless otherwise indicated, all Licensed Materials featured or displayed on the Site, other Company websites, and within the Partner Account, (including, but not limited to, text, logos, graphics, data, images, audio, video, software, sound, illustrations, software, and the selection and arrangement thereof) are owned by the Company, its licensors, or its third-party partners, and are protected by applicable copyright, intellectual property, and related laws. In particular, the Company’s logo (and, where applicable, Services logos) may be a registered trademark owned by the Company and protected under national and international law.

9.2. The Partner is granted a non-exclusive, non-transferable, terminable license to use the Licensed Materials exclusively for promotional activities under the Program, and subject to all limitations and restrictions herein.

9.3. The Partner may use the Licensed Materials only as expressly authorized by the Company. The Partner may not:

1. Modify the Licensed Materials in any way ( e.g., proportions, colors, or fonts of the Licensed Materials),

2. Display the Licensed Materials in a misleading manner, e.g., implying Company endorsement of the Partner’s website or business outside of participation in the Program, or

3. Use the Licensed Materials to disparage the Company or its Services, or in any manner that, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Licensed Materials.

9.4. Each Licensed Material must appear by itself with reasonable spacing (at least the height of the Licensed Material) on all sides of the Licensed Material and any other graphic or textual image. You may place the Company’s name or logo adjacent to competitive brands, subject to this Agreement (including prohibitions on objectionable content and websites).

9.5. By accessing the Licensed Materials, you acknowledge you may be waiving rights with respect to unknown or unsuspected claims and confirm that you have read, understand, and expressly waive such rights to the extent permitted by law. 

10. Termination and Suspension

10.1. The Company may suspend Partner’s participation or terminate this Agreement immediately at any time, based on reasonable grounds, if the Partner: breaches these Terms and such breach is not cured by the Partner within a reasonable time of a cure period granted; harms the Company, its operations, or its Services, third parties, other partners, or other Clients. Specifically, the Company may also immediately suspend Services or terminate the Agreement with the Partner without prior notice, and the Partner will forfeit all outstanding Referral Fees or discounts if the Partner: 

1. Provides false information during registration, 

2. Violates this Agreement (including Partner responsibilities in Section 5 of these Terms),

3. Attempts to artificially inflate Referral Fees will result in immediate termination of this Agreement and forfeiture of all outstanding Referral Fees,

4. Use the Program or Services in illegal or harmful ways, or

5. Use the Program or Services in any way that threatens the stability or performance of the Company’s infrastructure or its individual components.

10.2. At termination, if the Amount Due of the  Referral Fee does not exceed USD 50, the Company is not required to pay it. 

10.3. The Partner may request deletion of their Partner Account at any time by contacting the Company.

11. Indemnification

11.1. You hereby agree to indemnify and hold the Company and its subsidiaries, personnel, affiliates, officers, agents, partners and licensors harmless from and against any and all third party demands, claims, liabilities, losses, damages, settlements, and reasonable legal fees arising out of, related to: your access to or use of the Site or the Program; your breach or alleged breach of this Agreement; your violation of any third-party rights (including without limitation, intellectual property, publicity, confidentiality, property or privacy rights); your violation of laws, rules, regulations, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities); or any misrepresentation by you.

11.2. Neither Party is responsible for delays or failures in performance of their obligations under these Terms due to force majeure or other events beyond reasonable control that could not reasonably be foreseen or prevented. Force majeure includes: war, natural disasters, strikes, system breakdowns, DDoS attacks or other telecommunications network disruptions, pandemics, emergency government actions and administrative measures, and third-party activities affecting the Services, Text’s websites beyond the Parties’ control. The Company is not liable for any claim, loss, or damage resulting from its website being unavailable or non-operational for any reason.

12. Disclaimer of Warranties

12.1. The Company does not guarantee compatibility of the Services with third-party software. The Partner is responsible for choices regarding other software and their consequences, including applicability to the Partner’s objectives.

12.2. The Site, the Program, and Services are provided “as is”, “as available”, and “with all faults”. To the fullest extent permitted by law, the Company disclaims all warranties, express or implied. 

12.3. The Company does not warrant uninterrupted or error-free operation of the Program.

12.3. The Company is not liable for any damages arising from use of the Site and the Program and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, latent defects, accuracy, or absence of errors, whether or not discoverable.

13. Limitation of Liability

13.1. These Terms replace all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, cause of dealing, or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

13.2. To the maximum extent permitted by law, in no event and under no circumstances, the Company, its directors, members, personnel, or agents shall not be liable for any direct, special, indirect, incidental, punitive, or consequential losses or damages, or any other damages of any kind (including but not limited to loss of use, loss of profits or loss of data or business interruption), whether in contract, tort (including but not limited to negligence), strict liability, or damages otherwise, arising out of or connected with:

1. The Site or the Program, or your use of or inability to use them;

2. Any technical failures, errors, or omissions in the operation of the Site or the Program; 

3. Any action taken in connection with copyright or other intellectual property; or

4. Any damage to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breaches, viruses, bugs, tampering, fraud, errors, omissions, network interruptions, defects, delays in operation or transmission, computer line or network failures, or any other technical malfunctions (including, without limitation, lost profits, loss of goodwill, loss of data, stoppage, accuracy of results, or computer failure or malfunction), even if foreseeable or even if we were advised of or should have known of the possibility of such damages.

14. Miscellaneous

14.1. Should any provision of this Agreement be deemed invalid, illegal, or unenforceable, in whole or in part, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. The Parties will continue performing their obligations under this Agreement to the extent not affected by such invalidity or unenforceability.

14.2. This Agreement and all related matters are governed by the laws of the State of Massachusetts, USA, without regard to conflict-of-laws principles. Any claims or disputes arising out of or related to this Agreement should first be addressed through amicable mediation within thirty (30) days after notice. The sole and exclusive jurisdiction and venue for any suit, action, or proceeding arising out of this Agreement shall be an appropriate federal or state court located in Massachusetts, and each Party agrees not to raise, and hereby waives, any objections or defenses based on venue or forum non conveniens.