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

1.1. These Terms become effective on the date you (a) register for the Program at https://partners.livechat.com (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. 

2.2. Please note that these Terms affect your legal rights and obligations. If you do not accept or fully understand these Terms, you should not register for or participate in the Program, and do not access or use the Site.

2. Definitions

“Partner” (also “you”) means any natural or legal person (including any affiliated company, and/or any agency or network acting on its behalf) that registers for the Program via the Site and is bound by this Agreement. 

“Client” means any person or entity signing up for or using the Services supplied by us, including anyone acting on behalf of another person or entity.

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

“Partner’s Account” means the account a Partner creates in the Program via the Site to manage participation. 

“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 and that offers the Services directly to its customers.

“Referral Fee” means the payment/commission payable by Text to a Partner for referring Clients or selling the Services, as described in these Terms.

“Referral Link” means a link containing a unique affiliate ID - additional information assigned to Partner’s Account, that allows the Company to attribute sales.

“Last Click Attribution Model” means the principle on which Clients who click the Referral Link lead by more than one Affiliate, are assigned to a specific Affiliate.

“Second Tier Affiliation” means an Affiliate model extension allowing Affiliates to invite referred partners to the Program and earn a commission from all sales their referrals make in the Program.

“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 ensuring compliance with applicable 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 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 (including the GDPR) when processing Clients personal data in connection with the Program. This includes, but is not limited to, obtaining necessary consents for data processing, disclosure to Text, and, where applicable, data transfers. The Partner is solely responsible for the lawful collection and processing of personal data provided to the Company through the Program. 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 (including the GDPR), (b) invalid, missing, or insufficient consents, or (c) any personal data breach affecting personal data disclosed to Text under the Program. 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:

1. Must be at least 18 years old; 

2. Should have an active and verified PayPal account in good standing. A PayPal account is not required to sign up for the Program, but required to withdraw Referral Fees;

3. Must have the legal capacity to enter into a binding agreement with the Company.

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

4.3. If the Partner is participating in the Program on behalf of an entity, the Partner represents and warrants that they are duly authorized to accept these Terms and enter into this Agreement on that entity’s behalf.

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

4.5. The Program is governed by the then-current version of this Agreement. We may update the Agreement from time to time at our sole discretion. The version of the Agreement published on the Site is the current, effective, and binding version, immediately upon posting, and supersedes all prior versions. Continued participation in the Program after the effective date of an update constitutes acceptance of the updated terms. If you do not agree, you may delete your Partner Account at any time.

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

4.7. If a Client acquired via a Referral Link is transferred to, or self-reports to the Company’s sales team, the Company may withhold or reduce the Referral Fee at its discretion, taking into account the Partner’s actual involvement in acquiring the Client.

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 a negative amount, the Company may (but is not obliged to) carry forward and offset the negative amount against future Amounts Due. If the Amount Due for a particular calendar month does not exceed USD 50, the Company may withhold and carry it 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 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 doing so 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. Partner shall not:

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 any domain name 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 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 contracts with and invoices its Clients and is solely responsible for that legal and financial relationship. The Solution Partner then remits payments due to the Company;

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 is entitled to 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 fraud. 

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 via a Referral Link. Services purchased without a Referral Link, or before the Affiliate registration for the Program, are not eligible for Referral Fees and cannot be migrated to the Partner Account.

6.7. Only the Affiliate whose Referral Link was clicked last by the Client (the one that drove the Client to purchase Services) will receive the Referral Fee for the sale. Last Click Attribution Model applies here. Cookies remain active for 120 days; the Referral Fee is paid to the Affiliate whose Referral Link was last clicked within that period. 

6.8. The Company retains the sole right and responsibility for processing all Client orders. The Affiliate acknowledges that all sales agreements are between the Company and the Company alone sets prices for the Services. All determinations regarding Referral Links and the payment of Referral Fees are made by the Company in its sole discretion, and are final and binding on both the Company and the Affiliate.

6.9. The Affiliate is not entitled to a Referral Fee for any Client 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 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 any such payment has already been made to Affiliate for such a Client 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, to set off such amounts against future Referral Fees.

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

6.12. The Affiliate may receive Referral Links and refer to other potential Partners. If a newly referred Partner sells Services, the referring Partner receives a 5% commission on the sales value (Second Tier Affiliation).

7. Solution Partner Cooperation

7.1. The Solution Partner may participate under Reseller and/or Referral within the Solution Partner model of the Program.

7.2. The Solution Partner as the Reseller: 

1. The Solution Partner introduces Services to current and prospective Clients, manages payments directly to the Company for the Clients’ Services, and resells the Services, 

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. For each Client, the Solution Partner selects the appropriate plan, number of agents, payment period, and provides credit card details,

4. The Solution Partner may offer additional 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 shall not bear any liability for such services or for their financial terms,

5. 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,

6. 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,

7. 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,

8. 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,

9. The Company may terminate this Agreement with immediate effect if it cannot 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 their Services.

7.3. The Solution Partner as the Referral: 

1. The Solution Partner introduces Services to current and prospective Clients, sets the payment for ordered Services to the Client and is then entitled to the Referral Fee calculated in accordance with Section 6,

2. The Solution Partner does not select plan, number of users, payment period, nor provide credit card details,

3. The Company charges Clients under 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 Clients or manage Services, and has no ability to cancel their 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 prepare Services for a Client within the Solution Partner’s section of the Partner Account, the Solution Partner (if applicable) must indicate the Client’s name and e-mail address for which the Services is to be prepared. 

7.4. In the case of acting on behalf of the entity as the Partner you acknowledge, that you are bound by the provisions of the Terms of Use, Privacy Policy and DPA (the agreement as between the Client and the Company). These documents define your role towards the Company and your obligations as to people or entities you engage through the Program in terms of data processing relationships.

8. Company Responsibilities

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

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 to the Program, the Company will provide: 

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

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

3. A Solution Partner platform to review and manage accounts for Company Services, 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 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 the Program purposes and subject to all limitations and restrictions in this Agreement throughout the duration of its term.

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 any manner 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).

10. Termination and Suspension

10.1. The Company may suspend Services to Partner or terminate this Agreement at any time, based on reasonable grounds to believe there is a breach or threatened breach of the Partner’s obligations, an adverse impact on the Company’s operations its Services, or a risk to other entities, third parties, other partners, or other Clients, and such breach is not cured by the Partner within a reasonable time of a cure period is granted. 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 which will result in immediate termination of this Agreement and forfeiture of all outstanding Referral Fees,

4. Use the Program or Services for illegal purposes, 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. If the Amount Due of Referral Fee at termination of this Agreement does not exceed USD 50, the Company is not obliged to withdraw the Referral Fee.

10.3. The Partner may cancel their Partner Account by contacting the Company.

11. Indemnification

11.1. You hereby agree to indemnify and hold the Company and its subsidiaries, employees, 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; 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 discruptions, 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 if its website fails or is non-operational for any reason.

12. Disclaimer of Warranties

12.1. Unless otherwise mutually agreed in writing (including electronically) the Site and Services are provided “as is”, “as available” and “with all faults”. To the fullest extent permitted by law, the Company and its directors, personnel, content providers, agents and affiliates disclaim all warranties, express or implied.

12.2. We do not warrant that the Program will be uninterrupted or error-free.

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. 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.

13.2. 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.

13.3. To the maximum extent permitted by law, in no event and under no circumstances shall the Company, its directors, members, personnel, or agents be liable for any direct, special, indirect 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), whether in contract, tort (including but not limited to negligence), strict liability, or otherwise, arising out of or connected with:

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

2. Any errors or omissions in 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, 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.

13.4. 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. 

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.

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 waive, any objections or defenses based on venue or forum non conveniens.