VALIDATION PROCESS
Process
Before performing the Contribution and being eligible to Commission(s), Partner must finish registration and follow through with the Validation Process. The Validation Process notably requires profile completion. The modalities of the Validation Process can be modified by Brevo at its discretion during the performance of the Terms. As part of the Validation Process, Brevo reserves the right to validate or reject any application, based on its discretionary indicators and criteria.
Ground rules of Validation
You must have all authorizations to act on behalf of Partner, either as an employee, agent, representative or as an officer.
In order to pass the Validation Process, you must comply with the following minimum rules. This list is not exhaustive and Brevo reserves the right to change the Validation Process from time to time.
Brevo does not accept:
applications without a valid website matching the email domain registered in the application; and/or
applications showing a new/recent website hosting minimal or no traffic (as evaluated by Brevo on a case-by-case basis);
Partner’s website must be contextualized and aligned with Brevo's products and services.
Partner must submit an application with a professional email domain and email address. Public domains will be automatically declined.
Prohibited activities
Partner warrants that Partner and/or New Paying Customer and/or Users of a New Free Accounts shall not participate in any of the following activities:
multi-level marketing or pyramid schemes;
self-help / get-rich courses;
any unlawful activity;
any activity listed under Brevo’s Anti-Spam Policy:
https://www.brevo.com/legal/antispampolicy/.
OBLIGATIONS OF PARTNER
Partner makes its best efforts to identify prospects and refer them to Brevo so that they become New Paying Customers or Users of New Free Accounts.
Partner undertakes to comply with all the obligations described in the Terms, and in particular to carry out its Contribution with diligence and good faith. Where needed, Partner shall cooperate in good faith with Brevo and the Third Party Editor.
Partner ensures that its promotional and canvassing practices as well as its communication relating to Brevo and the Contribution respect Brevo’s brand image and comply with Brevo's quality standards and commercial policy, as may be communicated or made available to Partner from time to time. Upon Brevo’s request, Partner shall provide Brevo with copies of all materials that display Brevo’s trademark or that refer to Brevo. If Brevo considers that Partner’s use of the Brevo trademarks does not comply with Brevo’s then-current trademark policy, Brevo may, at its option, require Partner to delete/take down such material or modify such material.
COMPLIANCE AND APPLICABLE LAWS
The Parties agree that Brevo and Partner act as independent data Controllers when performing these Terms. Partner warrants that it complies with all applicable laws and regulations while performing the Contribution, included but not limited to laws and regulation on anti-corruption, electronic communications and Data Protection Laws.
The Partner acknowledges and accepts Brevo’s Privacy Policy (
https://www.brevo.com/legal/privacypolicy/)." target="_blank">https://www.brevo.com/legal/privacypolicy/). The Partner warrants that both the Partner and the NPC are not subject to export restrictions by the United States government or by the European Union (the “Export Control Laws”), in particular that the Partner and the NPCs are not based in Cuba, Iran, North Korea, Syria, Venezuela or any other territory that is subject to a U.S. government embargo and that Partner, its affiliate, representatives, officers, employees or agents are not listed on any U.S. government list of prohibited or restricted person.
OBLIGATIONS OF BREVO
Brevo undertakes to provide Partner, at the request of the latter or any authorized person, with the information and documents that Brevo considers necessary for carrying out the Contribution.
More generally, Brevo undertakes to respond to Partner's reasonable requests necessary to carry out the Contribution under the best possible conditions.
REMUNERATION
General provisions
The Parties agree that the remuneration of the Partner consists exclusively of an incentive payment (hereafter the “Commission”) based on:
(i) the creation of New Free Account(s)(CPL model), and/or
(ii) the acquisition of New Paying Customer(s) (CPA model);
(iii) any other referral model as exceptionally agreed by the Parties in writing via a separate agreement.
Brevo reserves the right to adjust the calculation of the Commission from time to time, at its sole discretion, upon reasonable prior notice to Partner.
The Commission structure will be communicated to Partner via the Platform or via email upon completion of the Validation Process.
Validation of the Commission
Brevo reserves the right to withhold payment of any Commission until the Third Party Editor and Brevo have verified the validity of the referral and the legitimacy of the Commission.
Brevo will assess the NFA and NPC referred by Partner on a monthly basis.
Payment process depending on the Platform
If the Third Party Editor is Partnerstack, Partnerstack will directly pay Partner in accordance with the Third Party editor’s terms and conditions and Brevo shall not be responsible for the performance of such payment.
If the Third Party Editor is Tapfiliate, Brevo shall send an invoice request on a quarterly basis (or any other deadline as agreed by the Parties) to Partner by email on the email address provided by Partner at sign up or on any other email address agreed by the Parties. The invoice request shall fix a deadline for Partner to send its invoice to Brevo. As of the reception of the quarterly invoice by Brevo, Brevo shall pay Partner within thirty (30) days. In case of late sending of the invoice by Partner, the payment shall be processed by Brevo the next quarter.
The amount of the Commission is detailed in the invoice request.
The Partner acknowledges and accepts to comply with Brevo’s Privacy Policy (https://www.brevo.com/legal/privacypolicy/) and with the Third Party Editors’ terms of service, including their privacy policy, available at
https://partnerstack.com/legal/client and
https://tapfiliate.com/tos/.
Exception to the payment of the Commission
The calculation and the attribution of the Commission are solely operated and decided by Brevo.
The Commission shall not be attributed to the Partner and payment shall not be performed if: (i) Partner changes either the login email address to the Platform, unless such change has been notified in writing in advance to Brevo and accepted by Brevo; if (ii) Partner has breached these Terms or the Brevo General Conditions of Use (
https://www.brevo.com/legal/termsofuse/#generalconditions); or if (iii) Partner fails to update payment information for three (3) consecutive months following Brevo’s first attempt to pay Partner. In this latter case (iii), Partner acknowledges and agrees that it forfeits any and all rights to receive any applicable Commission.
TERMINATION
Termination
Each party may terminate these Terms with immediate effect in case of breach of contract, if such breach has not been cured within thirty (30) days following the notification of the breach to the other Party.
In case of material breach of these Terms, Brevo can terminate these Terms with immediate effect without prior notice and without any further payment, damage or any indemnification being due to you. Without this list being exhaustive, Brevo shall consider the following violations individually as a material breach:
any case of fraud or any breach of applicable laws and regulations;
any failure to identify as part of the sign up or Validation Process, in accordance with these Terms;
any unauthorized use of Brevo’s intellectual property by Partner ;
Partner is under or is likely to be under a proceeding of bankruptcy, or any other proceeding relating to insolvency, receivership, or liquidation ;
NFA or NPC referred by Partner repeatedly use the Brevo product in breach of applicable laws or in breach of Brevo’s terms and conditions.
Brevo may terminate these Terms for convenience upon forty-five (45) days’ notice.
Consequence of termination:
In case of termination of this Agreement:
Partner shall stop all actions and missions related to the Contribution and stop using Brevo’s trademarks and stop referring to Brevo while performing their business activity;
Partner shall immediately destroy all copies of Confidential Information;
Brevo and Third Party Editor may delete Partner’s Account from the Platform and all its uploaded and associated data;
Brevo shall pay the Commissions earned by Partner and due by Brevo at the time of termination, except if the Terms have been terminated by Brevo for material breach.
LIABILITY
Neither Party shall be held liable for the consequences of indirect damage.
In no case can Brevo be held responsible in any capacity whatsoever in relation to third parties for any damage related to or resulting from the actions or omissions of Partner under these Terms.
It is jointly agreed that Brevo’s aggregate and total liability under these Terms shall not exceed the amount of the Fees paid by Brevo to Partner during the twelve (12) months immediately preceding the initial event giving rise to the liability. Each Party acknowledges that the limitations of liability set out in this Section reflect the allocation of risks between the Parties under these Terms, and that in the absence of such limitations of liability, the economic terms of these Terms would be materially different.
This section shall remain applicable in case these Terms are annulled, rescinded or terminated.
INDEMNIFICATION
Partner shall indemnify, defend, and hold Brevo harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any claims related to: (a) Partner’s performance of the Contribution, (b) Partner’s alleged breach of these Terms, of any applicable laws including any infringement of third party intellectual property rights, (c) Partner’s use of third party products and services, in particular the Platform.
INTELLECTUAL PROPERTY
Brevo does not authorize Partner to use, reproduce or represent in any way any element of Brevo’s intellectual property (copyright, trademark, etc) without prior written consent from Brevo.
Partner shall only use Brevo’s trademark in order to accomplish the Contribution. Any content created by Partner displaying elements subject to Brevo’s intellectual property must be validated by Brevo before communication or disclosure.
Nothing contained in these Terms shall be construed to grant to Partner any right, title or interest in or to the Brevo trademarks, and all right, title, and interest in and to the Brevo trademarks shall be retained by Brevo.
CONFIDENTIAL INFORMATION
Each Party shall maintain as confidential and shall not disclose (except to the employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under these Terms, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of these Terms, any Confidential Information and each Party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this clause may cause irreparable harm and damage. Thus, in addition to all other remedies available at law, the disclosing party shall have the right to seek injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this section by the recipient or its affiliates, employees, third party service providers or any other related party. Confidential Information shall not include information that (i) is already known to the recipient prior to the disclosure by the disclosing party; (ii) is or becomes publicly known through no breach of these Terms ; (iii) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (iv) information that is obtained from a third party, and that third party is not in good faith belief to the recipient, under any legal obligation of confidentiality; or (v) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information. This clause shall survive the termination of these Terms for a duration of five (5) years starting from the date of termination. The Parties agree that the existence of these Terms may be shared with investors or future investors of Brevo.
ETHICS
The Parties undertake to perform these Terms in compliance with applicable laws and regulations on ethics and anti-corruption. As a result, the Parties undertake in particular to prohibit any behavior, in any form whatsoever, in France or abroad, that could be considered as corruption and/or influence peddling within the meaning of French law and any other applicable law.
The Parties undertake to require their managers, employees, co-contractors, agents, intermediaries, subcontractors, suppliers, service providers and any other third parties involved in the context of the Agreement to apply the same ethical and anti-corruption commitment as that provided for in this article.
Each of the Parties shall provide proof of compliance with the obligations set out in this article, at the first written request of the other Party. Each of the Parties further acknowledges that the other Party is entitled to take any appropriate measure, such as an audit, to ensure compliance with all of the above obligations.
The Parties undertake to inform each other within a reasonable period of time of any event which may come to their attention relating to non-compliance with this clause in connection with the signing, performance or termination of the Agreement. The Parties expressly undertake to meet to find an acceptable solution as soon as possible. Should they fail to do so, the other Party may terminate the Agreement automatically, without prejudice to any other rights and remedies at its disposal, and to any damages to which it may be entitled.
MISCELLANEOUS
Assignment of the terms
These Terms are intuitu personae and Partner cannot assign it to a third party without the prior written agreement of Brevo.
Brevo can assign these Terms to any entity controlling Brevo or controlled by Brevo or its holding company, in situations covered by article L233-1, L233-2 and L233-3 of the French code of commerce.
Independence
Nothing in these Terms shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting or authorizing either Party as the agent of the other Party for any purpose whatsoever. Neither Party shall have the authority or power to bind the other, or to contract in the name of, or hold itself out as, or create a liability against the other in any way or for any purpose.
Survival
The following provisions shall survive any expiration or termination of these Terms: Sections Definitions, Consequences of Termination, Intellectual Property, Liability, Indemnification, Confidentiality, Ethics, and Miscellaneous.
Waiver
Either Party’s failure or delay to enforce a right or claim under these Terms shall not be construed as a waiver or release of such claim, or similar claims which may arise in the future, or in any way prejudice any right of that Party under these Terms. Any waiver by either Party of any of its rights under these Terms must be in writing and only applies to the transaction or series of transactions expressly referred to in such waiver.
Changes
Brevo may modify this current version of these Terms. In case any modification of the Affiliate Program or of these Terms are necessary, the changes to these Terms shall come into force as of their publication on the Website or Platform or as of their notification by email to the email address provided by Partner.
In such a case, Partner shall be able to oppose such changes within five (5) calendar days by email to
[email protected] with a copy (cc) to
[email protected]." target="_blank">
[email protected]. In case of opposition, these Terms shall be terminated with immediate effect.
Severability
If one or several provisions of these Terms were held invalid or so declared by law, a regulation or a final decision having res judicata effect rendered by a court having proper jurisdiction, the Parties will endeavour, without delay and in good faith discussions, to attain to the greatest extent possible the economic and/or other intended result in another legally permissible manner and the other provisions shall remain in full force and effect.
Notices
Except as otherwise provided in these Terms, all notices and other communications hereunder shall be in writing and shall be deemed delivered by email:
(i) if to Partner, either at the email address provided by Partner at sign up or in the Account, and
(ii) if to Brevo, at the following email address:
[email protected] with a copy (cc) to
[email protected].
Partner is responsible for providing Brevo with its most current email address. In the event that the last email address of Partner provided to Brevo is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, Brevo’s dispatch of the email containing such notice will nonetheless constitute effective notice. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Brevo.
Non exclusivity
These Terms do not create an exclusive agreement between Brevo and Partner. Both parties have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
Governing law and jurisdiction
The Agreement is governed under the laws of France.
The Parties shall attempt to settle amicably, within a period of thirty (30) days from the date of the first written notice from one of the Parties stating the existence of a dispute, any dispute relating to the conclusion, existence or interpretation of these Terms. The Parties undertake to appoint a representative of its executive committee, Board or C-level, to take part in the discussions.
If no agreement is reached within this period, any dispute concerning the validity, interpretation, performance and/or termination for any reason whatsoever of these Terms shall be subject to exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris (France), notwithstanding plurality of defendants or the introduction of third parties, including for incidental claims, emergency measures or precautionary procedures, in summary proceedings or by petition.
Electronic acceptance
The Parties agree that they can execute these Terms by means of electronic acceptance via the Platform. To become a Partner, provide the Contribution and benefit from these Terms, Partner must agree to be unconditionally bound by these Terms. Partner accepts these Terms by clicking electronically to sign up via Brevo’s interface on the Website.
The Parties agree that the electronic acceptance expresses their consent for these Terms to be legally binding to the Parties and to constitute proof in an equally valid manner as a paper document bearing a handwritten signature.