TruCHAT Partner Program

Agreement & Application

TruCHAT Partner Program Agreement

Purpose

You would like to use the TruCHAT Platform to develop and/or market and sell conversational solutions to your customers. The TruCHAT Partner Program is designed to allow developers, Web designers, marketing agencies, and value-added resellers to develop, market, sell, and deploy TruCHAT chatbots and/or live-chat solutions to their customers and to sell TruCHAT and other TruVisibility products to their customers.

Accepting this Agreement

When applying for membership in the TruCHAT Partner Program (the “Program”) you should thoroughly read this TruCHAT Partner Program Agreement (the “Agreement” or “Terms”). By signing up with the Program via our website at: https://www.truchat.io/partner-program (the “Site”) you agree to be bound by the Terms herein.

This Agreement is between you as Partner (as defined below) and TruVisibility, LLC with its principal office at 1166 W Newport Center Drive, Deerfield Beach, FL 33442 (“TruCHAT” or “TruVisibility”), (together, the “Parties”, and each a “Party”). If you do not accept or understand these Terms, please do not sign up to or participate in the Program.

TruVisibility reserves the right to update and change the Terms by posting updates and changes here: https://www.truchat.io/partner-program. If we change these terms, we will provide notice to you by email.

1. Definitions

“Affiliate or Affiliate Partner” means a Partner who chooses to participate in the affiliate network form of the Program.

“Benefits” refers to the Program details, as specified on the Site and herein.

“Commissions” means the fees TruVisibility pays to Partner in good standing in return for Partner selling the Services, or if Partner is participating in the Affiliate form of that program, in return for sales from customers who click the Referral Link.

“Data Privacy Policy” refers to TruVisibility’s Data Privacy and Security and Breach Notification Policies.

“Discount” refers to the percentage discount from the published prices for the Services that Partner may use to purchase the Services for Partner’s own use.

“Last Click Attribution Model” means the method in which customers who click the Referral Link for more than one Affiliate, are assigned to a specific Affiliate.

“Licensed Materials” means promotional tools such as badges, banners, buttons, logos, trade names, trademarks, graphic images, and similar identifying material, etc.

“Net Sales” means sales less returns, credits, refunds, rebates, discounts, taxes, etc.

“Platform” means the TruCHAT Chatbot + Live Chat Software-as-a-Service including all its currently-available features and functions.

“Program” refers to the TruCHAT Partner Program.

“Referral Link” means a Web link containing a unique affiliate program member ID, by which TruVisibility identifies the specific Affiliate Partner that should be credited for a sale.

“Sandbox Account” means a TruCHAT Platform account the use of which is strictly limited to the Partner’s development, test, demonstration and other non-production and non-public uses.

“Services” means the services provided by TruVisibility under the Terms and Conditions specified herein.

“Site” means the website for the Program at: https://www.truchat.io/partner-program.

“Solution Provider Partner” means a Partner who develops conversational solutions using the TruCHAT Platform and/or actively markets and sells TruCHAT to their customers.

“You” or “Partner” means the person or entity that registers for and signs up to the Program.

2. Program Requirements

2.1 By signing up for the Program, you agree to be bound by these Terms, and you confirm that you are at least eighteen (18) years of age and are lawfully fit and able to accept these Terms.

2.2 If you are participating in the Program on behalf of any legal person, entity or corporation you further represent and warrant that you are authorized to accept these Terms and enter into this Agreement on such entity’s behalf.

2.3 TruVisibility reserves the right to refuse membership and participation in the Program to anyone at any time.

2.4 TruVisibility reserves the right to change any of these Terms at any time. TruVisibility will provide reasonable notice of any changes to the Terms by means of email to Partner.

2.5 Providing false information in the Program application form will result in Partner’s immediate termination from the Program and will forfeit any and all outstanding or on-going Commissions or Referral Fees.

2.6 Partner may choose one or both of the two forms of participation: either as an Affiliate or as a Solution Provider Partner.

3. Partner Responsibilities

3.1 Partner shall use its best efforts to market and promote TruCHAT to its current and prospective customers.

3.2 Solution Provider Partner is expected to sell paid subscriptions for the Platform to their customers, optionally including Partner’s custom conversational solutions created using the Platform.

3.2 Partner will comply with all applicable laws, including data protection laws, as well those that govern email marketing, specifically the CAN-SPAM Act of 2003.

3.3 The Affiliate may post as many Referral Links to TruCHAT as Affiliate desires, as well as register in any search, directory, referral, or advertising service (e.g., Google AdWords), provided that Affiliate ensures that each website containing a Referral Link meets the terms of this Agreement.

3.4 Partner will be solely responsible for the legal and financial relationship between the Partner and customers of Partner.

3.5 Partner is licensed under the Program to develop conversational solutions using the Platform, as well as to sell the Platform strictly to Partner’s customers and will not resell the Platform to other developers or resellers.

3.6 To remain a Partner in good standing and beginning after Partner’s initial six (6) months in the Program, Partner must demonstrate that they have sold at least six (6) TruCHAT subscriptions during the most recent six (6) month period.

3.7 Partner agrees to not: (a) rebrand, re-host, or make any modifications to the TruCHAT product or marketing information, (b) purchase or register search engine keywords, search terms or other identifying terms that TruVisibility considers in its sole discretion as promoting sexually explicit materials, violence, firearms or weapons, illegal activities, fake or counterfeit items, (c) promote gambling or betting, (d) discriminate based on race, sex, religion, nationality, disability, sexual orientation, (e) infringe upon any third-party intellectual property rights, (f) register any domain names that are similar to TruCHAT or TruVisibility or to any other trademarks owned by TruVisibility, (g) install spyware on another person’s computer or cause spyware to be installed on another person’s computer, and (h) use a context-based triggering mechanism to display an advertisement that covers or obscures paid advertising or other content on a website in a way that interferes with a person’s ability to view that website.

3.8 Partner agrees that it will use the TruCHAT Sandbox account provided to Partner as a Benefit of the Program only for Partner’s development of conversational solutions, testing, or demonstration of said solutions and will not publish for public/live use any Platform-based conversational solution from this account. Partner may optionally purchase a paid account for the Platform for their own public use.

3.9 Failure to comply with any of the above may result in the termination of the Partner's membership in the Program.

4. Data Privacy

4.1 TruVisibility is dedicated to protecting personal data privacy according to its Data Privacy Policies. Copies of these policies may be requested by email to: partners@truvisibility.com.

4.2 Partner represents that they will comply with all applicable data protection laws while collecting and processing their customers’ personal data used in association with the Program.

4.3 Partner is responsible for the lawful acquisition and processing of any personal data transferred to the Platform by the Partner.

5. Partner Commissions & Discounts

5.1 Solution Provider Partners. Partner participating as a Solution Provider Partner will earn commissions of up to twenty-percent (20%) on the net sales of TruCHAT and associated products to their customers.

5.2 Affiliate Partners. Partner participating as an Affiliate will earn commissions of ten-percent (10%) based upon the first-year-value of the sales of the Platform that result from clicks on the Referral Link using the Last Click Attribution Model.

5.3 Commissions are paid to Partner quarterly for the net sales of the subscription fees paid by Partner’s customers for the most recently-ended calendar quarter.

5.4 TruVisibility agrees to grant the Solution Provider Partner a twenty-percent (20%) discount on the published prices of any of TruVisibility products, which Solution Provider Partner uses strictly for its own purposes.

5.5 Partner may sign up its customers to the Platform as well as set up their customers’ Platform accounts, or alternatively request that TruVisibility set up their customers’ accounts for them.

5.6 All earned commissions are based on Net Sales.

5.7 Partner will continue to earn commissions for as long as they remain a Partner in good standing.

6. Partner Program Benefits

The Benefits offered to Partners in the Program are as specified in the current schedule of Program details or benefits on the Site at: https://www.truchat.io/partner-program.

7. Disclaimer of Warranties

TruVisibility disclaims all warranties with regard to services rendered under this agreement, including all implied warranties of merchantability and fitness for a particular purpose. Neither partner nor any of its employees or contractors shall extend any warranties or guarantees in the name of TruVisibility or which would bind TruVisibility with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the services. Neither TruVisibility, its subsidiaries, suppliers, or parent corporations, its employees, agents and affiliates, shall be liable to each other or any third party for special, consequential, incidental, indirect, tort or other damages, including, without limitation, damages resulting from the use or inability to use the Platform or Services, delay of delivery and implementation, or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages.

8. Indemnification

Partner hereby agrees to indemnify and hold TruVisibility and its subsidiaries, employees, affiliates, officers, agents, partners and licensors harmless from and against any and all third party demands, claims, liability, loss, and expense (including damage awards), settlement amounts, and reasonable legal fees brought against TruVisibility, arising out of, related to or which may arise from Partner’s access to or use of the Platform, Partner’s breach of these Terms, or Partner’s violation of any third-party rights including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, Partner’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or any misrepresentation made by Partner.

9. Limitation of Liability

To the extent not prohibited by applicable law, in no event will TruVisibility, its directors, members, employees or agents be liable to Partner for any direct, special, indirect or consequential loss or damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise in any way connected with the TruVisibility products, including the Platform as well as the Program. In no event shall TruVisibility’s total liability to Partner under this Agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50).

10. Miscellaneous

10.1 Neither party shall be liable for, and each party is excused from, any failure to perform or delay in the performance of its obligations under this Agreement, except for the obligations of payment, due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure of its suppliers or subcontractors, acts of nature, governmental actions, fire, flood, earthquake, terrorism, natural disaster, or labor disputes.

10.2 Waiver. No delay, act, or failure of either party to pursue any remedy resulting from a breach of this Agreement by the other party shall be construed as a waiver of that breach. Further, no waiver of any subsequent or other breach, right or remedy on one occasion will constitute waiver of that breach, right or remedy on any other occasion, unless such waiver is in signed and in writing.

10.3 Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way. Further, the parties shall work in good faith to modify the invalid provision, to the extent permitted by law, to best achieve the goals of that provision.

10.4 Governing Law. This Agreement shall in all respects be governed and construed according to the laws of the State of Florida.

10.6 Non-disparagement. TruVisibility and Partner will, during the Term of this Agreement and thereafter, refrain from communicating to any person anything disparaging of the other or its business, or any of its directors, officers, shareholders, employees or consultants. To the extent a Party makes any communications concerning the other party, such communications shall be positive in nature.

10.7 Entire Agreement. This Agreement, as may be amended from time to time, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written and whether or not executed by either Party. Unless otherwise provided in this Agreement, this Agreement may be modified only: (a) by a written amendment signed by both Parties, or (b) to the extent expressly permitted by this Agreement.

You will need to confirm that you have read thoroughly and hereby accept the TruCHAT Partner Program Agreement inside of the chatbot application process.

[Click the TruCHAT chat bubble at the bottom of the screen to access the Partner Application Chatbot.]

Partner Program Details