PartnerStack Distribution Channel Program Terms and Conditions
SIMILARWEB DISTRIBUTION CHANNEL PROGRAM TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND SUBMITTING AN APPLICATION FOR THE SIMILARWEB DISTRIBUTION CHANNEL PROGRAM ON PARTNERSTACK.
By submitting an application for Similarweb’s Distribution Channel Program on PartnerStack (the “Program”), you accept these terms and conditions (these “Terms”), which apply to application for and participation in the Program, and you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or another legal entity (collectively, “you” or “your”), have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Similarweb Ltd. and/or, where applicable, one of its group companies or affiliates (“Similarweb”). If you are entering into these Terms on behalf of your team, company, organization or any other entity that you either represent or belong to (the “Organization”), you represent and warrant that you have full authority to bind your Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your Organization, please do not accept these Terms or apply for the Program.
1. The Program and Subscriptions. Similarweb is the owner or licensor of a suite of market intelligence products and services, which include a SaaS-based platform enabling access to certain Similarweb data (the “Platform”). The Program allows partners who are approved by Similarweb (each, whether an individual or an Organization, a “Referral Partner”) to refer prospective customers to Similarweb and obtain rewards if such customers purchase a No-Touch subscription to the Similarweb Platform (a “Subscription”). For the avoidance of doubt, the Program does not grant any exclusive rights to any Referral Partner, and Similarweb shall be entitled to directly, or through other referral partners or other third parties, promote, market and/or distribute Subscriptions and any other Similarweb products and services to any prospective or existing customer.
2. Your Representations and Warranties. You represent and warrant, on behalf of yourself, and if applicable, your Organization, that:
2.1 you are (as applicable) duly organized and in good standing under the laws of your country or origin;
2.2 in applying for and participating in the Program, you will fully comply with all applicable laws and regulations, including without limitation any applicable laws and regulations relating to international sanctions;
2.3 your application for and participation in the Program do not not and shall not conflict with any other activities or services provided by you or your Organization to any third parties;
2.4 if you are a Referral Partner, you will comply with Similarweb’s Code of Business Conduct and Ethics, available at: https://ir.similarweb.com/corporate-governance/governance-documents.
2.5 if you are a Referral Partner, you will not advertise or promote Subscriptions except as explicitly permitted herein;
2.6 if you are a Referral Partner, you and any other representatives designated by your Organization to participate in the Program shall be qualified and adequately trained as may be reasonably required by Similarweb from time to time;
2.7 if you are a Referral Partner, you will not make any representations or warranties with respect to Similarweb and/or the Platform or Subscriptions that exceed or are inconsistent with the representations and warranties in Similarweb’s online Purchase Order/ Service Order Terms and Conditions available at https://www.similarweb.com/corp/legal/termsandconditions/.
You agree to promptly provide to Similarweb, upon Similarweb’s request, information and materials reasonably sufficient to confirm your compliance with the foregoing representations and warranties and with these Terms. Failure to cooperate with Similarweb’s reasonable requests, and/or any non-compliance found by Similarweb in any compliance review, may result in your rewards being suspended and/or your removal from the Program.
3. Rewards. If you are approved to become a Referral Partner, PartnerStack will provide you with affiliate links through which you may refer potential end customers to Similarweb to purchase Subscriptions as described on the Similarweb Program page on PartnerStack. Subject to the terms herein, you will be entitled to rewards for each customer who makes a purchase using such affiliate link. Further details about rewards can be found on Similarweb’s Program page on PartnerStack. Similarweb reserves the right to modify the rewards terms at any time.
4. Affiliate Links. You may not purchase or upgrade any Subscription using an affiliate link. You may post affiliate links only on websites that you own or on your own social media profile and not on any third-party websites or profiles. For the avoidance of doubt, if the Referral Partner is an Organization, affiliate links may be posted only on the Organization’s website and/or profile and not on the personal websites or profiles of any of personnel of such Organization. You must ensure that all published affiliate links are current and valid and must remove any expired, invalid or broken links. You may not cloak, redirect or manipulate (including without limitation, through the use of scripts or automonetization tools) any affiliate links. In addition, you may not use in connection with your participation in the Program any form of adware, including without limitation PPV, couponware, reminderware, loyaltyware, contextual ads, interruptive ads, shopping windows, browser helper objects, browser extensions, or CPV advertising. Without limiting Similarweb’s right in its sole discretion to remove you from the Program, you will not be entitled to any rewards for referrals made in violation of any of the foregoing terms or any other provision of these Terms, through fraudulent means or by means which Similarweb reasonably determines to be in violation of the spirit of the Program, and you will repay to Similarweb any rewards paid to you for any such referrals.
5. Confidentiality. You acknowledge that you may be exposed to certain non-public information concerning Similarweb, Similarweb’s customers, suppliers, products and services and proposed new versions of Similarweb products and services and other business, marketing, financial, and technical information that is Similarweb’s confidential and proprietary information (“Confidential Information”). You agree that you will take all appropriate steps to protect such Confidential Information from unauthorized disclosure, that you will not disclose such Confidential Information to any third party and will not use any Confidential Information (other than as expressly authorized by this Agreement) without the prior written consent of Similarweb. If you are entering into these terms on behalf of an Organization, you may disclose Confidential Information to employees of such Organization solely on an as-needed basis, and provided each such employee has signed a written undertaking of confidentiality and non-use applicable to the Confidential Information that is no less restrictive than the terms of this section. The obligations herein with respect to Confidential Information shall continue until such Confidential Information becomes publicly known other than by breach of this Agreement by you or your Organization. Without derogating from any other remedies available under applicable law or agreement, Similarweb shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the covenant set forth in this section.
6. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) SIMILARWEB’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS AND THE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNT OF REWARDS PAID TO REFERRAL PARTNER (IF ANY) DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES; AND (B) TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL YOU OR SIMILARWEB BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Indemnification. You agree to defend, indemnify and hold harmless Similarweb and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from your violation of these Terms.
8. Proprietary Rights; Use of Marks.
8.1 Nothing herein is intended to grant to you or to any third party any rights in or to the Platform or other Similarweb products or services or to any Confidential Information of Similarweb or in any trademarks, trade names, logos or domain names (collectively, “Marks”) of Similarweb, or in any other intellectual property right of Similarweb. Referral Partner shall use solely the collateral and materials provided by or approved in advance by Similarweb to promote and market the Platform and Subscriptions.
8.2 Without limiting the foregoing, you shall not: (a) bid or use any Mark as a keyword for any pay-per-click network, content network or media buy; (b) use any Mark as a hashtag on any social media platform; (c) create any social media account using or post any online messages including any Mark or including any Similarweb materials or links to any Similarweb account or profile; (d) tag or link to Similarweb’s profiles on any social media; (e) create any website or domain the name of which utilizes any Mark. References to a “Mark” in this subsection 8.2 include extensions, misspellings, and variations of any Marks (such as “Similar Web”). In addition, you may not include in any websites that you use for loyalty programs, coupons, discounts or other related purposes any indexable pages intended to rank for Similarweb or any Similarweb Mark.
9. Privacy Policy. Similarweb will use any personal data that we may collect or obtain in connection with your application for and participation in the Program in accordance with our privacy policy which is available at https://www.similarweb.com/corp/legal/privacy-policy/. By applying for the Program, you agree that we may use any personal data that you provide or make available to us in accordance with such Privacy Policy.
10. Term and Termination.
10.1 Term and Termination. The effective date of these Terms is the date on which you apply for the Program by submitting the initial application form described in Section 2 above, and they shall remain in force until your participation in the Program ends (“Term”). Either party may terminate these Terms and your participation in the Program at any time upon written notice.
10.2 Consequences of Termination. Upon termination of these Terms for any reason: (i) you shall immediately cease promoting and marketing Subscriptions and Similarweb (and remove from your media all affiliate links and any promotional or marketing content relating to Subscriptions and/or Similarweb); and (ii) you shall promptly return to Similarweb all Confidential Information and/or any tangible property representing the Confidential Information and all copies thereof; or, at Similarweb’s written request, erase/delete any Confidential Information held by you in electronic or any other form; and confirm in writing to Similarweb your compliance with this requirement.
10.3 Survival. The provisions of Sections 2 (Your Representations and Warranties), 5 (Confidentiality), 6 (Limitation of Liability), 7 (Indemnification), 8 (Proprietary Rights), 9 (Privacy Policy), 10 (Term and Termination) and 11 (Miscellaneous) shall survive termination of this Agreement.
11. Miscellaneous.
11.1 Modifications. Similarweb reserves the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our posting the revised Terms on the Similarweb Program page, and your application to or continued participation in the Program thereafter means that you accept those changes. If any modification is unacceptable to you, your sole recourse is to terminate these Terms and cease your participation in the Program or refrain from applying for the Program.
11.2 Independent Contractors. You hereby represent that you are acting solely as an independent contractor of Similarweb. Neither these Terms nor participation in the Program create an employer-employee relationship between Similarweb and you and/or any personnel of your Organization, nor any agency, joint venture or partnership.. In no event will you claim or imply that you (i) represent Similarweb; (ii) are endorsed by Similarweb; or (iii) are sponsored by Similarweb. If you become aware of any misunderstanding or confusion of any third party regarding any relationship or connection between you and Similarweb, you will immediately take all steps necessary to remedy the situation.
11.3 Subcontracting and Assignment. You may not assign and/or subcontract any of your rights and obligations under this Agreement, except with Similarweb’s prior written consent. Similarweb may assign any of its rights and/or obligations hereunder at Similarweb’s sole discretion.
11.4 Waiver. Neither party’s failure to exercise any of its rights hereunder shall constitute or be deemed a waiver or forfeiture of any such rights.
11.5 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of laws provisions. The courts located in New York County, New York, shall have sole and exclusive jurisdiction, and shall be the sole proper venue, over any dispute related to this Agreement and both parties hereby consent to such jurisdiction and venue. Notwithstanding the foregoing, either Party seeking to enforce its rights hereunder by way of injunctive or equitable relief may do so in any court of competent jurisdiction.
