Terms of Woodpecker Partner Program

 

This document (“Partner Terms”) applies to your participation in our Partner Program (the “Program”) and jointly with our Privacy Policy constitutes the agreement between you and Woodpecker (“Partner Agreement”). We tried our best to keep it simple, nonetheless we sometimes have to use terms and expressions normally found in legal documents. In case of any questions, please contact our Partner Program Manager directly at [email protected].

By registering with the Program via the website https://woodpecker.co/partner-program/ you agree to be bound by the Partner Terms described herein. This Partner Agreement is entered by Woodpecker.co S.A. (hereinafter referred to as “Company”, “Woodpecker”, “We”), with its registered office in Poland – Wroclaw, at Krakowska 29D street, zip code: 50-424, entered into the National Court Register by District Court for Wrocław – Fabryczna, VI Commercial Department, under the number: KRS 0000896179, having tax identification number (NIP): PL 8992769178 and you as a Partner.

§1 Introduction

These Terms of Partner Program (henceforth referred to as “ Partner Terms”, “Agreement”, “Document”) regulate Your access to and participation in Woodpecker.co Partner Program (“Program”) accessible at https://woodpecker.co/partner-program/ (“Website”) or directly via email at [email protected], and hosted by Woodpecker.co (“Woodpecker”, “We”, “Us”, “Our”, “Ours” or related capitalized term). This Document does not alter in any way the Terms of Service or any other possible agreement You may have with Woodpecker. This Document together with Woodpecker Privacy Policy constitutes an entire agreement (“Partner Agreement”) regulating your participation in the Partner Program. Please note that this Agreement affects Your legal rights and obligations. If You do not agree to be bound by all of its contents or you have no right or title to be bound by all of its contents, do not participate in the Program. By participating in Our Program, it is implied that You reviewed, accept and agree to obey and comply with this document.

§2 Definitions

“Service” means the services supplied by the Company to the Customer under Terms of Service available via https://app.woodpecker.co in a form of web application accessible online.

“Account” means the access to the Service enabled with personalized login and password available via https://app.woodpecker.co.

“Partner” (“You”, “Your” or related capitalized term) means any entity or affiliated person that has registered for the Program via the Website or direct email to Woodpecker, which will also be contracted by the general Woodpecker Terms of Service and this Partner Agreement.

“Referral fee” (“Commission”) means any outstanding payment earned by the Partner during their participation in the Program as the outcome of Referral link usage.

“Referral link” (“Handle”, “Link”) means a unique link to Woodpecker’s Website and Blog granted to every Partner participating in the Program. The Link is used to track new Customers’ registrations and link them with Partners sharing the Link in accordance with the guidelines of these Terms.

“Referral Income” means any payments received by Woodpecker from the Customers as the outcome of Referral link.

“Agreement” means this Terms of Woodpecker.co Partner Program and any other written amendment or addendum if applicable.

“User” means any person who uses Woodpecker’s Services with the access granted by the Customer.

“Customer” means any person or entity who uses Woodpecker’s Service, has access to an active Service Account regardless of its version (Trial or Premium) and has the admin’s permissions within the Account and/or Partner Program Panel. Woodpecker Account type may be either Premium – delivered upon payment and in line with Subscription Plans (“Premium Subscription”) or Trial – delivered upon free trial registration via https://app.woodpecker.co/signup (“Trial Subscription”).

§3 General Statements

1. To participate in this Program, Partner must comply with the following:
   • be at least 18 years old and have the right to enter into valid contracts;
   • have an active and verified PayPal account in a good standing;
   • be lawfully fit and able to enter into a binding agreement with Woodpecker;
   • if the Partner is a Polish citizen, they must represent a registered business activity and be able to issue an invoice.
2. We reserve the right in Our sole discretion at any time to refuse anyone’s participation in the Program, suspend Program participation or adjust the scope of the Program and change any of the Partner Agreement. You further agree that continuation of Program participation after the change of the Partner Agreement signifies acceptance of the changes.
3. We reserve Our right to change, update or adjust this Partner Agreement with no prior notice. This page shall always represent the up-to-date Partner Terms.
4. Providing false information in the registration form will result in immediate exclusion from the Program and will forfeit all due Referral fees.

§4 Data Processing

1. Woodpecker stays compliant with GDPR (General Data Protection Regulation) and obliges the Partner to respect the principles of the regulation when processing Personal Data of EU citizens. Please find more details about how Woodpecker complies with GDPR and what actions You should take as a User in order to be compliant with it as well in the GDPR Compliance. The GDPR Compliance document should be treated as an inherent part of the these Terms.
2. Any observation or breach of data protection may be reported via [email protected].
3. By accessing and using the Program, Partner expressly consents to the processing mainly collection, use, storage, and disclosure of their information, including their personal data, as well as data subjects Partner employees while using the Program, in accordance with the Woodpecker’s Privacy Policy, and the General Data Protection Regulation (GDPR) related documents for Partner Program providing and maintaining purposes. You also agree to processing your personal data for marketing purposes.
4. Partner is required to obey applicable data protection laws and best data protection practices. Partner agrees and warrants that they comply with all data protection laws applicable to them (including the General Data Protection Regulation (“GDPR”) (EU) 2016 / 679) while processing the Customers’ and/or User’s personal data gained for the purpose of the Program (including but not limited to: gaining consents for data processing, if applicable, and gaining consents for data transfer). Partner is fully responsible for the lawful acquisition and processing of personal data transferred to the Company through the Program. The Company shall bear no responsibility for the quality of personal data collected by the Partner.
5. For the purpose of the appointment of sub-processors, Partner acknowledges and agrees that Woodpecker may engage third-party sub-processors in connection with the provision of the Service
6. Once Partner Processes data of potential Customers interested in Woodpecker Service, the Partner acts as Data Controller. Woodpecker shall bear no responsibility for data Processing conducted by Partners.
7. Woodpecker shall Process Personal Data of Partners upon becoming Trial or Premium User in accordance with applicable Privacy Policy and Terms of Service.

§5 Partner Program Rules

1. Partner is entitled to the Referral fee based on the Referral Income that Customers referred by You generate for Woodpecker
2. To generate the Referral fee, the Customer to which the Partner recommended Woodpecker has to:
   • use a browser that has its cookies setting enabled;
   • follow a Referral link;
   • purchase any amount of Slots for Woodpecker Service and successfully pay Woodpecker a Subscription fee;
   • remain a Woodpecker Customer for at least 30 days starting from correctly registered payment for the Subscription.
3. Partner will receive a Referral fee in the amount of 20% gross of net Referral Income of every Woodpecker Subscription that is connected to the Partner through the Referral link.
4. Referral fee is reported as due to the Partner within 30 days from beginning of the Subscription term of the Customer to avoid any technical issues and refunds that might happen.
5. Partner acknowledges and agrees that (i) Referral fee is calculated only on the basis of the product price, (ii) all the sums of Referral Fee exclude any tax that Partner is solely obliged to pay for the purpose of fulfillment of its tax obligations and (iii) the partner is required to submit a payout request for the referral fee and take the necessary actions to enable the referral fee payout within 12 months of commission calculation.
6. Referral fee may be a subject for adjustments for the credit card chargebacks and refunds. Canceled, fraudulent or voided transactions do not qualify as basis for Referral fee. This means that Partners, who were previously credited with Referral fee for a Subscription that was later due to be refunded, may find the relevant amount to be deducted from their Partner Program account. In such case, the next positive Referral fee generated by the Partner shall be reduced by the relevant amount of the refunded fee.
7. We can transfer You Referral fees generated during Your participation in the Program to Your PayPal account when a total of granted Commissions exceeds 100 USD.
8. We trace the Referral fees through the use of cookies. Woodpecker reserves its right not to pay the Referral fee that is untraceable, as for example if it is not possible to track traffic from the Your site to the Woodpecker Website via Referral link because the potential Customer is using cookie-blocking software, or the Link was altered in ways that do not follow the official guidelines. Woodpecker will only pay Commissions on the basis of sales that can be traced by cookies back to the Partner.
9. Only the Partner whose Referral Link is automatically reported by Woodpecker as connected to the Customer is entitled to receive Referral Fee for the sale. Woodpecker does not connect Customers to Partners with any type of manual actions and consequently no manual assignment that results in Referral fee being acceptable may be performed.
10. We reserve Our exclusive right and responsibility for processing all Subscriptions and payments made by Customers in accordance with Our Terms of Service and Privacy Policy. The Partner acknowledges that all agreements relating to sales to Customers will be between Woodpecker and the Customer and that the prices for the Woodpecker Service will be set solely by Woodpecker in its discretion.
11. If the total amount of Referral fees exceeds 100 USD, Partner may request a transfer of the funds from the Partner Account for up to the value of the funds earned. The funds will be transferred to Your PayPal account on the 20th day of the month following the month for which the Commission was granted (e.g. if You generated Commission in January, We will send it to Your PayPal account by 20th of February).
12. Partner who’s permanent place of residence is located outside of Poland shall share the following information with Woodpecker in order to receive a Referral Fee:
    • first name;
    • last name;
    • parents names;
    • date of birth;
    • place of birth;
    • ID number and country of issuing;
    • address.
      This information will be used for tax reporting purposes and only if applicable.
13. In the situation that a Partner did not provide Woodpecker with the above information, all payments of Commissions will be withheld.
14. You will not be entitled to receive any Referral fees for a Subscription of the Customer who:
    • has been introduced in breach of any term of these Partner Agreement;
    • makes a payment which is subject to a chargeback or which is reversed for any reason;
    • has insufficient amount of credit to continue their Subscription;
    • is located in a territory from which Woodpecker may not accept Customers;
    • is suspected by Woodpecker of acting in breach of the Terms of Service, Privacy Policy or any other agreement or binding law that is f. governing his/her Account, or any fraudulent or dishonest activity.
15. All payments made by Woodpecker under this Agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD exclusively via PayPal. Any additional fees connected with withdrawing funds, such as PayPal transaction fee, will be covered by the Partner.
16. 1) If the Partner violates the provisions of this Agreement, in particular violates the prohibition on advertising in search engines, then Woodpecker.co:
    • contacts the Partner by email and calls for the cessation of violations within 7 days from the date of sending the email,
    • if the Partner does not cease the violations, then commission calculations and payments will be suspended, customers acquired in a manner that violates the provisions of this Agreement will not be credited to the Partner.

    2) After applying the measures indicated in point 1 and not ceasing the violations by the Partner, the partner’s account will be blocked. The Partner will be informed about this by email.

§6 Partner’s Responsibilities

1. The Partner will introduce Woodpecker Service to current and prospective Customers and will comply with all laws, as well those that govern email marketing and anti-spam laws. Partners are obliged to promote and obey the usage of Woodpecker Service in line with the Applicable Use of Service Policy from Exhibit A.
2. The Partner may post as many Referral Links to Woodpecker as he or she finds necessary. Partner ensures that any website (excluding internet search engines) containing a Referral link meets the terms of these Partner Program Terms.
3. The Partner will not:
   • advertise in search engines and purchase or register search engine keywords, AdWords, search terms or other identifying terms that Woodpecker considers in its sole discretion as promoting sexually explicit materials, violence, weapons or firearms, illegal activities, fake or counterfeit items, promote betting or gambling, any form of discrimination based on sex, race, religion, nationality, disability, sexual orientation, or infringing upon others’ intellectual property rights;
   • register any domain names which are identical or similar to Woodpecker or any other trademarks owned by Woodpecker and Partner will at all times comply with reasonable guidelines for the use of such trademarks as may be issued from time to time;
   •  install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;
   • use their own Referral link to receive any benefits that come with the participation in the Program for Woodpecker Accounts handled directly by them or their companies;
   • use Woodpecker logos, application screenshots, or any graphic materials produced or redesigned on its own. The only acceptable use of any graphic content related to Woodpecker is the one included in the Brand Kit.
4. Partner is not allowed to use the word Woodpecker in paid advertising as a keyword. A key word is defined as a phrase that triggers an advertising campaign by means of paid advertising. As an exception to the aforementioned prohibition, the use of Woodpecker as a key word in paid advertising will be permitted only if the Company gives individual written consent to the Partner. Use of the Woodpecker name in all other paid advertising (excluding the aforementioned use as keyword) is discretionary.
   Woodpecker reserves the right to judge whether any of the rules mentioned above have been violated.

§7 Woodpecker’s Responsibilities

1. We will pay You Referral fees on the basis of sales of Woodpecker Services referred directly by You, if the Customer has accessed Woodpecker’s Website and purchased the Service via Your Referral link.
2. Upon joining the Program, Woodpecker shall grant Partner with:
   • the Referral link which redirects to Woodpecker’s Website with a unique Handle assigned. This information is saved on the computer of the visitor, who enters Woodpecker Website through the Referral link, in the form of a cookie which is active for the period of 30 days;
   • the voluntary access to membership-only discussion groups hosted on Facebook.
3. Woodpecker will exclusively handle the sales process, technical support and customer success of any Customer brought by the Partner.

§8 Termination

1. Woodpecker may terminate this Agreement for any reason, at any time. In particular Woodpecker reserve the right to terminate the Agreement with the Partner immediately and without notice and forfeit all Referral fees if the Partner is involved with any of the following:
   • providing false information in the registration form;
   • violating any Partner’s responsibilities stated in Partner Agreement;
   • any attempt to artificially inflate Referral fees will result in immediate termination of this Agreement and will forfeit all amassed Referral fees.
2. You are able to cancel Your Partner account by requesting it from Our Partner Program Manager via email ([email protected]).

§9 Disclaimer of Warranties

1. Unless otherwise mutually agreed to by the parties in writing, the Website is provided by Woodpecker on an “as is”, “as available” and “with all faults” basis and hereby Woodpecker and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied as to the Website.
2. The functions embodied on or in the Website are not warranted to be uninterrupted or without error.
3. Woodpecker will not be liable for any damages of any kind arising from the use of the Website and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.

§10 Limitation of Liability

1. Woodpecker does not guarantee compatibility of offered Services and products with other producers’ software. The User will bear responsibility for the choice and consequences following from the use of other software including its applicability to User’s objectives.
2. This Partner Agreement is in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, cause of dealing or otherwise, all of which are hereby excluded to the fullest point of law.
3. In no event and under no circumstances will Woodpecker, its directors, members, employees or agents be liable to You 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 Website, Your use of or inability to use the Website, the performance of the Website,
   • any errors or omissions in the Website’s operation; any action taken in connection with the Subscription, copyright or other intellectual property owners,
   • any damage to any User’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or net failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if  Woodpecker parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the Service).
4. By downloading any materials shared by Woodpecker, You understand that You may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, You acknowledge that You have read and understand, and hereby expressly waive.

§11 Miscellaneous

1. If any clause or provision in these Partner Agreement will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
2. Any waiver of any provision of the Partner Agreement will be effective only if in writing and signed by Woodpecker.

§12 Applicable Law

1. All disputes arising in connection with this Document will be primarily resolved amicably.
2. These Terms of Use will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.
3. You agree that all disputes You have with Woodpecker in connection to this Partner Agreement that cannot be amicably resolved will be submitted for resolution by Common Court of Law at the location of Woodpecker’s registered office (Polish jurisdiction).

 

EXHIBIT A – Applicable Use Policy 

I. This Acceptable Use Policy applies to Woodpecker Service accessible at https://app.woodpecker.co, Woodpecker Chrome plug-in extension and any URLs related to the domain or subdomain.

II. To ensure proper maintenance of the Service, the User shall not misuse the Service and as a consequence, the Customer is obliged not to:

• intentionally or unintentionally hinder the functioning of the Services, for example by reverse engineering or hacking the Services, attempting to gain unauthorized access to the Services (or any portion thereof) or related systems, networks or data;
• overcross API requests limit causing downtime to the Service or hindering its partial operational ability;
• misrepresent or hide the data origin, content or other information submitted to the Service, for example by Spoofing, Phishing, manipulating headers or other identifiers, impersonating anyone else or access the Services via another User’s Account without their permission.

III. To ensure legal transparency of Our Service, the User shall not send content which may be deemed to be malicious or inappropriate, as for example, but not limited to:

• content deemed to be SPAM, Spoofing, Phishing;
• content related to pornography, sexual content, content displaying images or texts objectively recognized as offensive or cruel;
• content related to racism, xenophobia, discrimination, hate speech, incitement to violence;
• content related to or inciting to fraudulent behaviours.

IV. The User is obliged to obey to this Terms of Service and subsequent documents constituting an Agreement. Woodpecker reserves its right to permanently delete the Account of a person who violates this Agreement without any prior notice and shall have no responsibility for any costs arising as a result of such deletion.

V. The User is responsible for the accuracy, legality and adequacy of data of Prospects entered into the Service, as well as for content shared through Woodpecker.

VI. Users can upload documents, Prospects’ and Customers’ information, and other content to the Service. Users can then use the Prospects’ and the Customers’ information, as well as all the previously updated content to communicate with Customers and Prospects via email automated by the Service. Users retain all rights to all the data and content they upload to the Service and are fully responsible for it.

VII. Woodpecker shall have no responsibility for how User Process data through the Service. Upon using the Service, the Users should abide by the law of their native country, as well as the law of the countries they send their emails to.

VIII. As a condition of using the Service, the User shall:

• as required by applicable law, provide notice to its Prospects and obtain consent if required to outreach to the persons;
• be responsible for its employees, representatives, affiliates that have access to the Services;
• comply with any limitations or restrictions set forth in this Agreement;
• use the Services only in compliance with applicable law both national and international including court orders.

IX. The User is responsible for secure storage of passwords and logins leading to the Accounts related to the Service. Woodpecker shall have no responsibility arising out of reckless or negligent credentials storage by the User.