PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND SUBMITTING AN APPLICATION FOR THE SIMILARWEB REFERRAL PROGRAM.
By submitting an application for the Similarweb Referral Program (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. To the extent allowed under applicable law, you hereby waive any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of these Terms. If you have executed a written referral contract with Similarweb, then the terms of such agreement will govern your relationship with Similarweb, and unless specifically agreed in writing between you and Similarweb, these Terms will not apply.
1. The Program and Similarweb Solutions. Similarweb is the owner or licensor of the Similarweb PRO SaaS-based platform, which provides data such as web and app analytics for businesses to use for competitive intelligence purposes (such platform and any related services, “Solutions”). 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 commissions if such customers purchase Solutions, all as further described in these Terms.
2. Applying for the Program. If you or your Organization wish to become a Referral Partner, you must complete and submit the initial application form made available by Similarweb and create an account on the third-party partner management platform (the “Partner Platform”). Similarweb is currently using PartnerStack as its Partner Platform. You agree that your use of the Partner Platform and any such account shall be subject to the terms of service and privacy policy made available by the applicable Partner Platform and/or any other agreement between you and the Partner Platform. Similarweb is not a party to any such agreement and is not responsible for your use of the Partner Platform or for any conduct of the provider(s) of such Partner Platform. Following submission of your application and creation of your account on the Partner Platform, Similarweb will review your application and notify you via the Partner Platform whether you have been approved to participate in the Program and become a Referral Partner. Similarweb shall have sole discretion whether to approve or reject any applicant. You may not promote or market Similarweb or any Solutions unless and until you have received written notice via the Partner Platform that you have been approved as a Referral Partner.
3. Participating in the Program.
3.1. Promotion and Marketing. Referral Partner may promote the specific Similarweb Solutions specified on the Partner Platform to prospects via media such as websites, webinars and blog and social media posts (collectively, “Media”), provided that Referral Partner shall not promote or market Similarweb Solutions on any Media that displays, processes or transmits content that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent.
3.2. Approved Collateral. Referral Partner shall use solely the collateral and materials provided by or approved in advance by Similarweb to promote and market the Solutions. Similarweb hereby grants each Referral Partner to use the Similarweb trade name and trademarks as part of such collateral and otherwise subject to and in accordance with Similarweb’s branding guidelines available at https://www.similarweb.com/corp/legal/branding-guidelines/.
3.3. Approved Customers.
3.3.1. If Referral Partner wishes to refer a prospective customer to Similarweb and become eligible for a commission, Referral Partner must first provide to Similarweb, via the Partner Platform, the details regarding such prospective customer, including its full name, address, field of business, expertise and any other information reasonably requested by Similarweb. Similarweb shall then have sole discretion to either approve or reject such prospective customer and shall notify Referral Partner of the same via the Partner Platform. Any prospective customer so approved by Similarweb is referred to in these Terms as an “Approved Customer”.
3.3.2. Referral Partner may approach and enter into direct discussions regarding Similarweb and the Solutions only with prospective customers that are Approved Customers. If a prospective customer referred by a Referral Partner is approved by Similarweb, Similarweb will not approve such customer for any other Referral Partner for a period of six (6) months from the date of approval. You agree and acknowledge that, if you become a Referral Partner, you will be entitled to a commission only where both of the following conditions are met: (a) Similarweb enters into a transaction for the sale or licensing of Similarweb Solutions under a binding agreement with an Approved Customer referred by you; and (b) such agreement is entered into within six (6) months after the date such Approved Customer was approved by Similarweb via the Partner Platform (a “Qualified Transaction”).
3.3.3. For the avoidance of doubt, all terms and conditions of any agreement relating to Similarweb Solutions shall be negotiated and entered into solely by Similarweb and the applicable Approved Customer.
3.4. Commission. In the event Similarweb enters into a Qualified Transaction with an Approved Customer referred by you, you will be entitled to a percentage of the Net Revenues from such Qualified Transaction in accordance with the terms specified on the Partner Platform from time to time. “Net Sales” means the net cash proceeds actually received by Similarweb from a Qualified Transaction, less taxes, discounts, refunds, adjustments and third-party fees. Unless otherwise agreed in writing between you and Similarweb, Similarweb will transfer the commission amount to the Partner Platform, and the Partner Platform will process and distribute the commission to you in accordance with the payment terms made available on the Partner Platform. Any disputes regarding payments should be submitted in accordance with the Partner Platform’s Terms of Use. Similarweb shall have no liability in connection with a failure of the Partner Platform to remit any payment.
3.5. Non-exclusivity. For the avoidance of doubt, except as set forth in Section 3.3.2, 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 the Solutions to any prospective or existing customer.
4. Your Representations and Warranties. You represent and warrant, on behalf of yourself, and if applicable, your Organization, that:
4.1. you are (as applicable) duly organized and in good standing under the laws of your country or origin;
4.2. in applying for and participating in the Program, you will fully comply with all applicable laws, regulations and ordinances and that 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;
4.3. 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.
4.4. without limiting any of the foregoing, if you are a Referral Partner, you will not pay or give, offer or promise to pay or give, or authorize the promise. payment or giving directly or indirectly of any monies or anything of value to any person or firm employed by or acting for or on behalf or any governmental customer, any government official or employee, any political party, any employee or any political party, or any candidate for political office (in each case, a “Covered Person” ) for the purpose of inducing or rewarding any favorable action by any customer, potential customer, or any official or employee or any government in any territory or jurisdiction in which you perform services for Similarweb, in any commercial transaction or in any governmental matter contemplated by or arising out of or in any way related to the subject of these Terms or the business of Similarweb. For the purposes herein, “government” means any government, including any department, division. subdivision, agency, corporation or other instrumentality of a government;
4.5. if you are a Referral Partner, you will not use any prohibited Media (as set forth in Section 3.1) to advertise or promote Similarweb Solutions;
4.6. 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;
4.7. if you are a Referral Partner, you will not make any representations or warranties with respect to Similarweb and/or the Solutions 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/.
5.Confidentiality. You acknowledge that you may be exposed to certain non-public information concerning Similarweb, Similarweb’s customers, the Solutions and proposed new versions of the Solutions 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 COMMISSIONS 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 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 SIMILARWEB 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. Nothing herein is intended to grant to you or to any third party any rights in or to any of the Solutions or Confidential Information of Similarweb or any intellectual property right in any of the foregoing.
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. Partner Reference. You agree that Similarweb has the right to use your name and/or the name and logo of your Organization to identify you and such Organization as a referral partner of Similarweb on Similarweb’s website, marketing materials or otherwise by announcements on social media or otherwise. Without limiting the foregoing, Similarweb has the right (but not the obligation) to provide links on its website(s) to your or your Organization’s website, and may offer to provide you with leads in the event a third party approaches Similarweb and expresses interest in engaging you as a referral partner. In the event any such information contains personal data, you agree that you will enter into any applicable agreements with respect to such personal data as may be required by applicable data privacy laws.
11. Term and Termination
11.1. Term. 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 terminated by you or by Similarweb as described below (“Term”). The Term may be extended by the written agreement of both Parties.
11.2. Termination. You or Similarweb may terminate these Terms, and if applicable, a Referral Partner’s participation in the Program, at any time: (a) upon ten (10) days’ prior written notice if the other party breaches any material provision of these Terms unless the breaching party remedies such breach prior to the lapse of the notice period, provided that Similarweb may terminate a Referral Partner’s participation in the Program immediately upon written notice if the Referral Partner is in breach of any of the representations and/or warranties set forth in Section 4 herein; or (b) for convenience, upon thirty (30) days’ written notice of termination sent to the other party.
11.3. Consequences of Termination. Upon termination of these Terms for any reason: (i) you shall immediately cease promoting and marketing the Solutions and Similarweb (and remove from your Media any promotional or marketing content relating to the Solutions and/or Similarweb); (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 this requirement; and (iii) if you are a Referral Partner, then within ten (10) days after termination of this Agreement, you shall submit to Similarweb, via the Partner Platform, a complete list of all activity with Approved Customers in which you was involved prior to termination, and a complete report on the status of all such activity with respect to such Approved Customers. (iv) Similarweb shall effect payment via the Partner Platform any due commission that was generated prior to the termination of this Agreement.
11.4. Survival. The provisions of Sections 3.5 (Non-exclusivity), 4 (Your Representations and Warranties), 5 (Confidentiality), 6 (Limitation of Liability), 7 (Indemnification), 8 (Proprietary Rights), 9 (Privacy Policy), 11 (Term and Termination) and 12 (Miscellaneous) shall survive termination of this Agreement.
12. Miscellaneous
12.1. 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 sending a notice thereof to you or posting the revised Terms on the Similarweb website and/or the Partner Platform, 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.
12.2. 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.
12.3. Independent Contractors. 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. You hereby represent that you are acting solely as an independent contractor of Similarweb, and that Similarweb has no obligation under applicable law regarding employee liability, and that the maximum liability of Similarweb in connection to this Agreement is the consideration described in Section 3.4 herein, if applicable.
12.4. 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.
12.5. 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.
