GetResponse Agency Program
By signing an application form to the GetResponse Agency Program you agree to be bound by the following terms and conditions. Please ensure that you read them carefully before signing the application form. These Terms, together with an application form constitute a legal agreement between GetResponse Services Inc. and you.
Agreement means these Terms of GetResponse Agency Program together with an application form and all materials referred or linked to here or therein
Application means application form, which shall include the data specific for each Partner
Commission means the amounts to be paid to the Partner by GetResponse pursuant to this Agreement
Effective Date means a date of acceptance of an Application by GetResponse
Form means Submission Form, which shall include the following data necessary to set up a Subaccount: Subaccount login, Service package and list size limit
GetResponse’s Affiliate means any entity that controls, is controlled by or is under common control with GetResponse
GetResponse Enterprise Services mean the services to be performed by us pursuant to this Agreement, in particular Section 5 of these Terms
GetResponse Enterprise account means the account established by us for you to use the GetResponse Enterprise platform pursuant to this Agreement
Program means GetResponse Agency Program as described in this Agreement
Referred Customer means an individual or entity that, pursuant to a relationship with you, uses the Services within the GetResponse Enterprise account, and pays remuneration in connection therewith to you
Revenue means payments we actually receive during applicable calendar quarter from you for Referred Customers’ Subaccounts, after deduction, where applicable, of: (i) discounts, including cash discounts or other rebates and (ii) any tax, government charge or duty levied on the sale of Services
Services or GetResponse Services mean the email marketing and related services you offer to Referred Customers under a Subaccount and provided by us subject to the Terms of Service
Subaccounts mean accounts created by us for the Referred Customers within the GetResponse Enterprise account, according to the Service package and list size limits in one of options available on https://secure.getresponse.com/pricing/
Terms mean these terms of GetResponse Agency Program
We, us, our, GetResponse means GetResponse Services Inc.
You, your, Partner means a legal person entering into this Agreement, other than GetResponse, to participate in Program
- During the term of your partnership, you shall perform obligations hereunder with due diligence and in accordance with these Terms and Terms of Service.
- Please bear in mind that you are fully responsible for the use of the Services by or on behalf of Referred Customers, you shall pay GetResponse for the use of the Services by Referred Customers on the terms specified in this Agreement, and you shall ensure that Referred Customers fully comply with the Terms of Service, and all laws and regulations applicable to the use of Services.
3. Referred Customers
- In order to use the Services, a Referred Customer must:
- Be referred by you to GetResponse under this Agreement,
- Must have been verified and – upon creating a Subaccount within your GetResponse Enterprise account – granted Referred Customer status by us
- Not be a direct customer of any service offered by us or any of our Affiliates
- Not have been a direct customer of any service offered by us or any of our Affiliates during twelve (12) months before being referred by you
- Not have contacted or been contacted by us or our Affiliates in connection with any service offered by us or any of our Affiliates, within a period of three (3) months before being referred by you
- Except as a customer of you, not be affiliated or otherwise related with you, including but not limited to, as an employee, consultant, contractor, board member, manager, agent, or your representative, or as an entity which controls, is controlled by or is under common control with you, unless we are informed of such relationship and expressly grant Referred Customer status to the prospective customer by email, and
- Not be a referred customer of a different partner participating in the Program.
- You will refer customers for our acceptance by submitting the prospective customer’s details via email on the Form.
- We will verify whether each prospective customer meets the requirements of Section 3(1) above. We will notify you of the acceptance or rejection of each referral. We will create a Subaccount, as described in Section 6 of these Terms, within 4 working days after the day of such acceptance of the Referred Customer.
- Upon such acceptance, we will verify and notify you whether the applicable prospective customer satisfies applicable Referred Customer requirements for purposes of qualifying you for corresponding Commissions.
- You will ensure that you and your Referred Customers’ use of the Services within your GetResponse Enterprise account complies in all respects with all applicable laws governing personal data processing, including but not limited to by obtaining all necessary authorizations and consents from the subjects of all personal data processed by you or your Referred Customers through using the Service. You, on your own and on behalf of your Referred Customers, hereby authorize us and our Affiliates to process such data, including but not limited to data of prospective customers, as reasonably required for purposes of exercising and enforcing their respective rights and performing their respective obligations under this Agreement, providing the Services hereunder, complying with applicable legal obligations, and resolving disputes hereunder.
- You hereby engage us and/or our Affiliates to process personal data of such Referred Customers and data entrusted by them on behalf of the controller of such data in accordance with your instructions; and you hereby declare that you are duly authorized by each Referred Customer to engage subsequent sub-processors for the processing of data of such Referred Customer and of the data entrusted to you by such Referred Customer.
- You will ensure that only Referred Customers that satisfy the conditions and requirements of, and have provided the consents and authorizations contemplated by this Section, are permitted to use the Services within your GetResponse Enterprise account.
- Both we and you agree that Commissions shall be calculated on a calendar quarterly basis, based upon your Revenue rank (Rank) within the then current Program ranking structure.
- The Program ranking structure as of the Effective Date is set forth in Application. We reserve the right to set new requirements and change existing requirements for each Rank at any time upon at least 30 (thirty) days’ notice (which may include notice by email) effective on the first day of calendar quarter after the calendar quarter in which we provided the notice.
- Applicable Commission for each sale of the Services to Referred Customer during the term of this Agreement will be credited to your account once we receive the corresponding payments for Referred Customers’ Subaccounts in full, for each paid subscription period during term of this Agreement. Commissions will not be paid if this Agreement has been terminated or expired, or for the periods when you or your Referred Customer fail to make any payment that you or he are required to make, or with respect to a given Referred Customer when his Subaccount has been terminated, suspended, closed or expired.
- You and we agree that your Rank shall evaluate (if and as necessary) on a quarterly basis starting from the Effective Date. The change of your rank shall be effective after each calendar quarter, even if you fulfilled the requirements for higher rank prior to the evaluation.
- We pay the Commission on a quarterly basis in arrears, within 30 days after the end of the applicable calendar quarter.
- Commissions are paid to the bank account, which you designate in writing. It is your responsibility to inform us immediately about any changes to your bank details. We reserve the right to charge you for reimbursement of any fees, expenses or costs incurred by us arising from false or incomplete banking details.
- If you or we receive a pre-payment for a Referred Customer’s Subaccount for a longer than monthly commitment, corresponding Commission will be calculated from the total pre-payment amount and paid as a one-off payment, subject that we receive the corresponding full payment for the Referred Customer’s Subaccount.
- Commissions will be paid in USD (US dollars) and will be subject to all applicable governmental laws, regulations and rulings, including withholding tax. We will not be responsible for any intermediary changes, transaction fees or other costs or expenses accrued by you in connection with payment of Commission.
- Commissions are paid out only when the aggregated amount of the Commissions earned during a given calendar quarter exceed 100.00 USD. If on the last day on the calendar quarter, the total amount of Commission earned during that calendar quarter are less than 100.00 USD, such Commissions will be carried over to the following calendar quarter and paid when the total amount of Commissions then payable exceeds 100.00 USD. You acknowledge and agree that all sums payable under this Agreement are calculated on an aggregate basis for the purpose of fulfilment of tax obligations.
- We may, in our sole discretion, withhold (temporarily or permanently) Commissions, in part or in full, regardless of whether due or payable, if you violate any term or condition of this Agreement.
- Any amounts payable by us are subject to offset against any amounts you owe us. You are not entitled to make any deductions or setoffs from or against amounts payable to us.
- Based on internal risk analysis, without limiting any other rights or remedies pursuant to this Agreement, we reserve the right to withhold payments in case of a suspected fraud activity, for a period of up to the later of six (6) months or until the corresponding issue has been resolved. If you violate any term or condition of this Agreement, Commissions then due and payable will be (a) withheld until you cure such violation or (b) forfeited if we terminate this Agreement as a result, for cause.
- To ensure proper Commission payment, you are solely responsible for providing and maintaining accurate contact details, as well as payment information associated with your GetResponse Enterprise account. If you are a US taxpayer, you should include without limitation a valid tax identification number and Form W-9. If you are a non-US taxpayer, you should provide us with either a signed certification that you do not have US activities, or a completed Form W-8 or other form, which may be required by the US tax authorities. No Commission payment shall be made unless you provide us with accurate and complete documents and information.
5. GetResponse Enterprise Services
- We will provide you with GetResponse Enterprise Services, as described in Section 5(2) below, Application, and the remaining provisions of these Terms, and you will pay us for the services in accordance with the terms and conditions specified in these Terms and Application.
- The GetResponse Enterprise Services consist of: (i) access to email marketing software as a service platform, which offers solutions for conducting email marketing campaigns, (ii) configuring the software, pursuant to arrangements made between both you and us, and (iii) providing you with consulting services relating to the effective use of the software.
- The software shall include one GetResponse Enterprise account, which detailed usage allowances are specified in Application, and IP address allocated for your sole use within the GetResponse Enterprise account.
- The provision of GetResponse Enterprise Services and their use are subject to then-current versions of the Terms of Service.
- You understand and accept that email deliverability is primarily dependent upon the reputation of the sending IP address. Upon receiving IP address under this Agreement, you will begin to build your IP reputation with the help of our consultant. Such reputation also depends on the quality of your email lists and mailings. In order to help build a positive reputation for IP address, you are encouraged to follow the instructions provided by our consultant. You accept that you are solely responsible for the reputation of your IP address.
- You shall pay all due amounts by bank wire transfer or PayPal, based on a payment invoice we issue, within 14 days upon receipt of the said payment invoice. We will indicate the bank account to which the payment shall be transmitted. Fee calculations shall be available in the GetResponse Enterprise account. Service Fee shall be paid in advance and Additional Fees in arrears, in a settlement period following the settlement period in which the basis for charging the Additional Fees occurred.
- To determine the actual size of Subscribers List we monitor for the peak number of Subscribers’ e-mail addresses accumulated in all campaigns in GetResponse Enterprise account in a given settlement period, which means that Subscribers are unique within each campaign.
- For the purposes of settling fees for GetResponse Enterprise account the term “settlement period” shall mean a monthly period. The first settlement period starts upon receiving the first payment invoice.
- All fees for the GetResponse Enterprise Services are non-refundable. Prices indicated in Application do not include taxes.
- You will be in default if payment is not received by the applicable due date. If it happens, we will be entitled to charge interest at the highest rate permitted by applicable law and exercise our other rights as specified herein.
- We may, under certain conditions, give you a possibility to use the GetResponse Enterprise account free of charge. All you have to do is to: (i) refer in accordance with this Agreement within one month at least 4 (four) new Referred Customers, or (ii) maintain for the whole month at least 30 (thirty) fully paid Subaccounts. Your possibility to send emails from GetResponse Enterprise account and add Subscribers shall be blocked until you achieve one of given requirements. At the end of each month we will verify the conditions. If it turns out that you fulfilled at least one of stipulated requirements, in the following month you will be given a possibility to add Subscribers and send emails from your GetResponse Enterprise account free of charge, with restriction that the possibility will be limited with 10,000 Subscribers and 50,000 email messages. The possibility of sending emails and adding Subscribers will be blocked every time you fail to meet requirements stipulated in second sentence of this clause.
- You can’t join our Program without GetResponse Enterprise account but you can maintain your paid GetResponse Enterprise account after you resign from participating in Program. We will provide the GetResponse Enterprise Services until termination of the GetResponse Enterprise account.
- Both you and we shall have the right to terminate the GetResponse Enterprise account, based on a written or email one-month termination notice. You may exercise this right after the lapse of three months as of Effective Date. The termination notice shall become effective on the last day of the settlement period, as defined in this Section, subsequent to the settlement period in which the notice was submitted.
- Within your GetResponse Enterprise account, you may, against remuneration, create additional Subaccounts for the benefit of Referred Customers. Creation and termination of each Subaccount shall be made by us, upon receipt of a Form.
- The detailed scope of Services features available under the Services package chosen for each Subaccount and Subaccount’s pricing is provided on https://secure.getresponse.com/pricing/ and may be modified at any time and from time to time by us by positing revised terms thereto.
- You acknowledge and agree that:
- You are solely liable and responsible for the conduct of users of GetResponse Enterprise account and corresponding Subaccounts, including but not limited to: (i) ensuring that such users use of the Services is in accordance with this Agreement, Terms of Service and applicable law, (ii) the consequences of granting such users access and authorizations to use the GetResponse Enterprise account, Subaccounts and the data associated therewith, (iii) payment of any and all fees accrued in connection with the use of the GetResponse Enterprise account and Subaccounts, whether by you or any of your Referred Customers;
- creating Subaccounts for Referred Customers does not create any legal relationship between us and Referred Customers; you are solely responsible for Referred Customers’ activities, acts and omissions in connection with the Services, the GetResponse Enterprise account, and the Subaccounts, as well as for your own acts and omissions;
- you decide on terminating Subaccounts, subject to Section 6(1) and 13(3) of these Terms;
- You are solely responsible for assuring all technical support to Referred Customers;
- any and all claims of Referred Customers related to the use or non-use of Subaccounts or the Services, as well as for their suspension and/or this Agreement termination, shall be resolved solely by you; provided that under no circumstances you will resolve or settle any such claim in a manner adverse to us, any our Affiliate or their respective interests without our prior written consent. You will indemnify and hold us harmless from any and all losses, damages, costs and/or expenses resulting from any such claims.
- Non-payment for Subaccounts by any Referred Customer, or any refund initiated or paid to any Referred Customer, shall not impact and does not relieve you from your obligation to duly and timely pay any amounts due pursuant to this Agreement.
- In consideration for the Services, you shall pay us in accordance with these Terms and the provisions of then-current version of the Terms of Service. When calculating the fees, the GetResponse Enterprise account and all Subaccounts are aggregated.
- We will invoice you in advance for every created Subaccount. If Subaccount is paid on a monthly basis, we will charge full amount for the first month, even if Subaccount was created during that month. Each next settlement period equals calendar month. We will not charge for the last month of the duration of Subaccount.
7. Reservation of Rights
- We reserve the right to take following actions at any time, in our sole discretion and without liability:
- We can add services or functionality to GetResponse Enterprise Services and/or Services or to cease provision of services or functionality included in the Services,
- We can modify the design of, change or upgrade GetResponse Enterprise Services and/or Services or any their part.
- At no time and under no circumstances shall this Agreement prohibit or limit our or our Affiliates’ right to promote, market and/or sell GetResponse Enterprise Services and/or Services, on a direct or indirect basis, via any sales channel or otherwise, including but not limited to through websites, the GetResponse Agency Program, any GetResponse’s Affiliate program or any other referral program or method, or to appoint other partners to any referral program.
- We reserve any and all rights not expressly and explicitly granted under this Agreement.
8. Limitation of liability
- Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES WHATSOEVER. THE SERVICES AND THE GETRESPONSE ENTERPRISE SERVICES MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND THE GETRESPONSE ENTERPRISE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICES, THE GETRESPONSE ENTERPRISE SERVICES, THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE GETRESPONSE ENTERPRISE SERVICES, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES.
- Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE GETRESPONSE ENTERPRISE SERVICES, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WE BOTH AGREE THAT OUR AND OUR AFFILIATES AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNT OF COMMISSIONS YOU HAVE ACTUALLY EARNED PURSUANT TO THIS AGREEMENT DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
9. Intellectual Property
- The trademarks, names, service marks, logos, brand names, domain names, slogans and trade names of “GetResponse”, “GetResponse Enterprise”, features and add-ons of the Services, as well as other names and designations used by us in connection with GetResponse Enterprise Services, Services or business (“Intellectual Property”) are proprietary works, trade names and trademarks of GetResponse or GetResponse’s Affiliates. You acknowledge our or our Affiliates’ exclusive ownership of the Intellectual Property and acquire no right, title or interest in or to the Intellectual Property hereunder, except as otherwise expressly provided by this Agreement.
- Subject to the conditions provided herein, we hereby grant you, during the term of this Agreement, a non-exclusive, non-transferable, limited, revocable license to use the marketing programs, materials and tools provided by us in connection with this Agreement solely for the purpose of this Agreement. Use of such marketing programs, materials and tools is subject to the terms of this Agreement and any advertising or marketing use guidelines we may from time to time establish.
- You will cooperate with us to allow review if use of the Intellectual Property, marketing programs, materials and tools is compliant with this Agreement. If we, at our sole discretion, determines that your use thereof is not compliant with the terms of this Agreement, you will promptly modify or discontinue use of such Intellectual Property, marketing programs, materials or tools as directed by us.
- If you set up a domain name that includes any of the Intellectual Property, upon request, you will transfer the domain name to us or our Affiliates free of charge.
- You hereby grant to us a worldwide, non-exclusive license to use your business name and logo in connection with this Agreement, as well as for marketing purposes of GetResponse or GetResponse’s Affiliates.
- Nothing in this Agreement transfers or assigns to you any right or title in or to the Intellectual Property, marketing materials, the Services, the GetResponse Enterprise Services, or any other technology, products, services or intellectual property of GetResponse or GetResponse’s Affiliates. You irrevocably, without any limitation whatsoever, hereby transfers to GetResponse any and all right, title or interest in or to any suggestions, enhancement or change requests or other feedback regarding the Services or the GetResponse Enterprise Services, provided by you to GetResponse or GetResponse’s Affiliates, which fall within the protection of copyright or other intellectual property right law.
- You will immediately inform us upon notification or otherwise obtaining knowledge of any actual or alleged infringement of the Intellectual Property by any third party, as well as of any claim raised in connection with the Intellectual Property, in order to enable us or our Affiliates to undertake any necessary actions to protect our rights. You shall fully co-operate with us and/or our Affiliates in maintaining and defending the ownership and validity of the Intellectual Property against infringement and claims of infringement, including but not limited to, in any legal proceedings regarding the Intellectual Property.
10. Confidential Information
- Confidential Information shall mean all information and material disclosed by GetResponse to the Partner, (i) whether orally or in writing, (ii) irrespective of whether received directly from us, our Affiliates, via our suppliers, or from third parties acting on behalf of GetResponse or on behalf of our Affiliates, that is designated as confidential, and (iii) GetResponse’s and GetResponse’s Affiliates’ lists of customers or Referred Customers, whether or not otherwise designated as confidential, and (iv) terms and conditions of Application. The Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to GetResponse or GetResponse’s Affiliates or (ii) was known to the Partner prior to its disclosure by GetResponse without breach of any obligation owed to GetResponse or GetResponse’s Affiliates. You shall: (i) protect the confidentiality of the Confidential Information by using the same degree of care that you use with your own confidential information, but in no event less than reasonable care, (ii) not use the Confidential Information for any other purpose than to perform this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to your employees, contractors and agents, who need to know such information. You may disclose the Confidential Information if required to do so under any federal, state, or local law, subpoena or legal process.
- You acknowledge that immediate, extensive, and irreparable damage may result if the provisions of this Section 10 are not specifically enforced. Therefore, in addition to, and not in limitation of, any other remedy available to GetResponse for breach of such provisions, we may seek to enforce this Section 10 in judicial proceedings by seeking a decree of specific performance by a court of competent jurisdiction and seek appropriate injunctive relief as may be applied for and granted in connection with such enforcement.
11. Restricted Activities
- You will not take or encourage any action, the purpose or effect of which would be to circumvent, breach, diminish or interfere with the value or benefit of contractual relationships between us or our Affiliates and any of their customers. You agree not to directly or indirectly contact, solicit, or persuade any customers or employees of us or our Affiliates to purchase products, services or work for any person or entity that operates in industries which compete directly or indirectly with GetResponse or GetResponse Affiliates.
- Without limiting the generality of the foregoing, you will not:
- Undertake any activities that may be illegal or harmful to our or our Affiliates’ reputation or GetResponse Enterprise Services and/or Services, including, but not limited to, conduct inconsistent with the public interest, deceptive, misleading, unethical or immoral;
- Make any promises or guarantees about the Services beyond those contained in the promotional materials supplied by us from time to time, or otherwise incur any liability on behalf of GetResponse or GetResponse’s Affiliates.
- Use a third party to perform the obligations under this Agreement without our prior written consent.
- If you take any action described in this Section 11, or any other action that we reasonably determine to be detrimental to us, our Affiliates or their services, we may suspend payment of Commissions or terminate this Agreement effective immediately.
12. Promotion and Marketing
To the extent you wish to promote or market the Services:
- you shall promote the Services at your own cost and expense, unless we expressly grant you with certain benefits in writing. You will act at your own risk and in compliance with this Agreement and other our policies, including Terms of Service. You may only hire or cooperate with sales representatives or other personnel to promote Services and perform other activities under this Agreement upon our prior consent. You are solely responsible for all acts and omissions of any such representatives or other personnel.
- Prior to creating your own Service-related promotional or marketing materials, marketing techniques, or promotional campaigns, or participating in any industry event in your capacity as Partner, you must in each instance obtain our prior approval. We will not unreasonably withhold such approval. You must not produce or distribute your own materials that are deceptively similar to those produced, published or provided by us or which suggest they originate from us.
- You may promote the Services on social media, but we must pre-approve the content. At all times you must comply with the following social media guidelines: (i) use your own name or business name on the social media account, (ii) do not present yourself as an employee, representative or agent of GetResponse or GetResponse’s Affiliates, (iii) do not post discriminatory, insulting or offensive content or comments, (iv) respect the privacy of other users of the social media channel, (v) respect copyrights and all other intellectual property rights of GetResponse and third parties.
- You may not use mass telemarketing to promote the Services, including automatic calling devices. You may not use pre-recorded or artificial voice messages or send fax, email, or text messages to anyone with whom you do not have an established business relationship, or who has not given prior express consent to send such messages. It is your responsibility to comply with all applicable laws and regulations applicable to personal data protection, privacy or unsolicited commercial communications.
- You may not promote the Services via Google AdWords or through other search engine service providers without our prior written or email consent in each instance.
- You may not contact the media about GetResponse, GetResponse’s Affiliates or their services, act as a spokesperson for GetResponse or GetResponse’s Affiliates or make statements for the media relating to GetResponse, any GetResponse’s Affiliates or their services.
- You shall not make any false statement or misrepresentation about GetResponse, or GetResponse’s Affiliates or their respective services.
13. Term and termination
- This Agreement shall commence as of the Effective Date and shall continue until terminated in accordance with these Terms.
- Either you or we may terminate this Agreement on thirty (30) days written notice to the other Party.
- Termination for Cause. Without limiting any of our rights elsewhere in this Agreement, we may terminate this Agreement and/or suspend your access to GetResponse Enterprise Services and/or Referred Customer’s access to the Services:
- upon fifteen (15) days notice of a material breach, if such breach remains uncured at the expiration of such period,
- effective immediately upon notice, if you become a subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,
- effective immediately upon notice, if you or a Referred Customer violates the Terms of Service, these Terms, or applicable local, state, federal, or foreign laws or regulations,
- effective immediately upon notice, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect GetResponse, GetResponse’s Affiliates, or GetResponse’s or GetResponse’s Affiliates prospects, customers or services.
- Non-use of the GetResponse Enterprise account during the notice period specified in Section 13(2) or 13(3) of these Terms or otherwise, or due to suspension of the Services (or part thereof) on the basis of Section 13(3) shall not relieve you of any payment obligation arising hereunder or under the Application prior to the effective date of termination of this Agreement. Before termination of this Agreement or upon submitting termination notice hereunder, you shall promptly, irrespective of due dates, pay all unpaid fees and/or other payments that may accrue prior to the end of the term of this Agreement. We shall have the right to charge your credit card, if added, for any such amounts.
- Termination of this Agreement by any Party with cause shall not affect our obligation to pay you Commissions earned prior to the effective termination date, as long as the related payment for a Referred Customer’s Subaccount is recognized by us within thirty (30) days after such effective date. We will not pay any Commission for payments made for a Referred Customer’s Subaccounts which we recognize after thirty (30) days after the date of such termination. Notwithstanding the foregoing, in the event of termination for cause by us, our obligation to pay and your right to receive any Commissions will terminate upon the effective date of such termination, regardless of whether you would have otherwise been eligible to receive Commissions prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive Commissions after termination of this Agreement.
- Upon termination or expiration of this Agreement, you will immediately discontinue all use of the Intellectual Property.
- Termination of this Agreement shall not cause termination of GetResponse Enterprise account.
You shall indemnify, defend and hold us and our Affiliates harmless from any damage, loss, claim, expense or other liability (including reasonable attorney’s fees and costs) arising out of or relating to any of the following:
- material breach by you or any of your employees, contractors, representatives or affiliates of any agreement, undertaking, duty, covenant, representation or warranty pursuant to this Agreement,
- any claim relating to your (or your employee’s, contractor’s, representative’s or affiliate’s) promotion or marketing of the Services,
- any act or omission of your or any of your employees, contractors, representatives or affiliates,
- any infringement, misappropriation or violation of any intellectual property or other rights of any third party by you or any of your employees, contractors, representatives or affiliates.
15. Violation of the Agreement
- We expect participants in the GetResponse Agency Program to run their businesses honestly, ethically, and with integrity, and accordingly, we reserve the right to terminate this Agreement upon notice in the event we reasonably determine that you have engaged in conduct that materially and adversely impacts or constitutes a threat to GetResponse, GetResponse Affiliates, or their respective services, business, customer relationships or rights.
- During the term of this Agreement and for twelve (12) months thereafter, you shall not disparage GetResponse, GetResponse’s Affiliates, their services, other partners participating in the GetResponse Agency Program, or GetResponse’s or GetResponse Affiliates’ customers. “Disparage” means hurt the reputation, discredit or present GetResponse, GetResponse Affiliates, their services, other partners, GetResponse or GetResponse Affiliates’ customers in a negative light.
- To the extent we or any our Affiliate suffer or incur any loss, damage, lost profits or related costs or expenses in connection with any breach of this Section 15, we shall be entitled to deduct the amount thereof, including reasonable attorney’s fees, from any Commissions due to you. We may also demand repayment of all compensation, financial or other benefits which you directly or indirectly received or may receive as a result of, arising out of, or in connection with your violation of this Agreement. Such remedy will be additional to and will not constitute a limitation of any damages, injunctive relief or other rights and remedies to which we or our Affiliates are or may be entitled to at law or in equity.
16. Compliance with the laws
- You shall fully and unconditionally comply with laws and regulations applicable to your business activity, including, but not limited to trade law, taxation and social security matters. You are solely responsible for obtaining all legal and other required approvals and registrations necessary to conduct your own business activities. You are solely responsible for all costs associated with obtaining such approvals and registrations and agree to provide any necessary proofs and documentation of running a legitimate business activity upon our request.
- You shall be responsible for payment of all applicable taxes and social security contributions related to your business activity in accordance with applicable laws, including but not limited to the laws of your country of residence.
- You warrant and agree that your activity under this Agreement, including marketing and promotion of the Services, complies and shall comply with all applicable laws. You shall immediately notify us about any actions, claims, or litigation that are relating to this Agreement and/or the use of the Services.
- In case of a breach of any applicable laws or regulations by you or any of your employees, contractors, representatives or affiliates, you shall hold us and our Affiliates harmless with respect to any damages, fines, or claims of third parties whatsoever incurred in connection therewith. Any violation of applicable laws and regulations constitutes a material breach of this Agreement and entitles us to immediately terminate this Agreement. Upon request, you shall certify your compliance with applicable laws. We reserve the right to suspend payment of Commissions until you provide an adequate invoice or other documents regarding your business activity and compliance with applicable laws.
- Our relationship established by this Agreement is that of independent contractors, and nothing contained herein shall be construed to give either you or us power to direct or control day-to-day activities of the other. In particular, you are not an employee, agent, co-owner, participant in co-venture or other joint undertaking or, in any other service relationship with us or our Affiliates. You are not included in the business organization of GetResponse and can pursue any other activities, provided they do not violate the provisions of this Agreement, including but not limited to the restrictions set forth in Section 11.
- You have no authority to represent GetResponse or GetResponse’s Affiliates in any manner, to enter into transactions or agreements, make any commitments, create or assume any obligations on behalf of GetResponse or GetResponse’s Affiliates for any purpose whatsoever, without our prior express written authorization.
- You operate your business at your own risk and under your management, and at your own determined time and place. You shall not be subject to any instructions or regulations regarding exercise and management of your business activity based on the Agreement, place and time of work, or personal conduct at work, which go beyond the scope of instructions and regulations included in the Agreement. All financial and other obligations associated with your business activity are your sole responsibility. You are fully responsible for any third-party claims including but not limited to damages, liabilities, fines or material breach in relation to your activity under this Agreement.
- You may not assign this Agreement, delegate your responsibilities or transfer your interest or any part thereof to any third party, without our prior written approval.
- The following provision of these Terms shall survive the termination of this Agreement: Section 2.2, 4, 8, 9, 10, 15, 16.4, and all other provisions of these Terms that by their nature extend beyond the termination of an Agreement.
- The headings of sections included in these Terms are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
- Excepts as stated otherwise, any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and sent by (i) certified or registered mail, return receipt requested, or (ii) email to contact address (may be changed by notice given to the other Party). GetResponse Services Inc: 1011 Centre Road, Suite322, City of Wilmington, County of New Castle, Zip Code 19805, USA. You: address provided in Application
- This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provisions.
- We will periodically update these Terms by posting revised version to this website and/or by sending you an email to your email address, if you provided one.