Qwil Messenger Affiliate Program Terms & Conditions

THESE AFFILIATE TERMS & CONDITIONS (“AFFILIATE TERMS” OR “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (THE AFFILIATE) AND QWIL MESSENGER. BY CLICKING ON THE “SUBMIT” BUTTON WHEN YOU SUBMIT YOUR AFFILIATE APPLICATION, COMPLETING THE REGISTRATION PROCESS TO BECOME A QWIL MESSENGER AFFILIATE PARTNER, AND/OR PARTICIPATING IN THE QWIL MESSENGER AFFILIATE PROGRAM, YOU ARE CONFIRMING YOUR AGREEMENT TO THESE TERMS ON BEHALF OF YOURSELF, OR IF YOU REPRESENT A COMPANY OR OTHER ENTITY, ON BEHALF OF THAT COMPANY OR ENTITY. DO NOT CLICK

“SUBMIT” OR PARTICIPATE IN THE AFFILIATE PROGRAM IF YOU DO NOT AGREE TO THESE TERMS.

Definitions of words and phrases used in these Terms:

“Affiliate” means a person or entity other than Qwil messenger that participates in the Affiliate Program after agreeing to these Affiliate terms. The words “you” and “your”, whether or not capitalized, also refer to Affiliate.“Affiliate Program” and “Program” mean Qwil messenger’s program whereby Affiliates can earn commissions by referring new subscribers to Qwil messenger, as set forth in these Affiliate Terms. 

“Commission” means money earned by you as an Affiliate in the Program pursuant to these Affiliate Terms.

“Qwil messenger” (also , or capitalized versions of those words) means Qwil messenger, the trading name for Network Platform technologies limited, a limited company registered in United Kingdom. The words “we”, “us”, and “our”, whether or not capitalized, also refer to Qwil messenger.

“Referral Link” means a hyperlink to Qwil messenger that an Affiliate has placed on or in the Affiliate’s website(s), newsletter(s), or social media postings, for the purpose of getting third parties to obtain Subscriptions to the Service.

“Referred Affiliate” means a person or entity other than Qwil messenger that the Affiliate has invited to participate in the Affiliate Program as an Affiliate after agreeing to these Affiliate terms. Referred Affiliates cannot be owners, directors, agents, or employee of existing Affiliates. “Service” as used herein means Qwil messenger’s secure communication platform and related functionality, and does not refer to or include Subscriptions to Qwil messenger Enterprise. See our pricing page for a description of the types of non-enterprise plans for which you may earn Commissions.

“Subscriber” or “Customer” means a party who has legally obtained a Subscription to use our Service.

“Subscription” means the right obtained by a Subscriber to use any of our Qwil Messenger platform as per our Master Subscription Agreement and who has paid Qwil messenger the required fees for the same. This excludes setup fees (or $1 fees).

There are other defined terms below, each of which is Capitalized.

1. Enrollment in the Affiliate Program

(a) Application Required. In order to be considered for participation in the Program as an Affiliate, you must complete and submit a Program Application form (“Application”).

(b) Acceptance of your Application: If we choose to accept your Application, you will receive an email notifying you that your Application has been approved. You understand and agree that we may accept or reject your Application at our sole discretion. Reasons for rejection include but are not limited to things like the following: If any of the information you provide is inaccurate or incomplete; or if your website promotes content of a misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic nature, or if you have had your access to Qwil messenger’s Service terminated due to violation of the terms and conditions that govern our Service, or for any other reason we may deem fit to reject your Application.

(c) Post-Acceptance Account Access: If we accept your Application, we will send you a welcome email with your login details for your Affiliate account. From your account, you will be able to download promotional materials, find information on Referral Links and suggested content to promote Qwil messenger, and when you start earning Commissions, you will see information on those Commissions. It is your responsibility to keep your username and password information secure. YOU MAY NOT SHARE YOUR LOGIN CREDENTIALS WITH ANY OTHER PERSON OR ENTITY.

(d) You agree to ensure that the information you provide us in your Application and in your account is at all times complete, accurate and up-to-date (you may update it in your account). We will send communications to the email address associated with your account; you agree to receive these, and understand and agree that, if you opt out of receiving them or ask us to delete your personal data, your participation in the Program may be terminated by Qwil messenger. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

2. Affiliate Responsibilities & Restrictions 

As a member of our Affiliate Program, you represent, warrant, and agree to all of the following:

(a) Best Efforts and Referral Links: You will use best efforts to promote Qwil messenger. You will implement Referral Links pursuant to the referral specifications set forth in the Program materials we have provided to you.

(b) Maintaining your Site: You agree to maintain all of the websites, social media accounts, and newsletters you use to promote Qwil messenger.

(c) Compliance with Laws: At all times, you will follow and comply with all applicable privacy, copyright, and other laws that pertain to your website, including but not limited to the GDPR, the UK GDPR, CCPA, and any and all other applicable privacy laws.

(d) Limited Right to Use the Qwil messenger Name: You are not permitted to (i) promote Qwil messenger through paid advertising or media buying, or (ii) use the Qwil messenger “Name” (as defined below) in any domain name or as part of your username on any social media platform or account. The word “Name” as used here includes “Qwil messenger”, all Qwil messenger logos, and the names of all Qwil messenger products, offerings, and services, regardless of whether Qwil messenger has applied for or obtained a trademark or service mark on or for any of them.

(e) No Paid Advertising: You are not permitted to buy or bid on any advertising using our Name, or to bid on or buy the rights in or on any search tool or search engine to our Name, including but not limited to in or on Google AdWords.

(f) No Promotion With Offensive Content: You may not mention or promote Qwil messenger on any website or platform that contains any form of misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic content. You agree that Qwil messenger has sole discretion to make the determination as to whether such content is present.

(g) No Cookie-Stuffing: You may not use any form of cookie-stuffing techniques or click- generators that set tracking cookies or that result in apparent clicks without the user (a live human) actually clicking on Referral Links. You may not artificially generate clicks or impressions on your site or on any social media platform or to create visits on the Qwil messenger site, whether by way of a robot or software program or otherwise.

(h) No Verbatim Copying Of Non-Affiliate Qwil messenger Content: You may and are encouraged to use any suggested content or materials Qwil messenger has provided you to use as an Affiliate to promote Qwil messenger, verbatim. However, you may not use or copy any other content appearing on any Qwil messenger website or anywhere else that Qwil messenger uses or posts content in a word-for-word fashion; any and all use of such other Qwil messenger content must be in the form of paraphrasing.

(i) No Copying or Using Qwil messenger Look-and-Feel: You may not copy the look and feel of any Qwil messenger website or web page.

(j) No Use Of Spyware, Malware, Viruses And The Like: You may not make any use of any form of spyware, malware, trojan, tracker, or virus, or any such things, in connection with any Referral Link or otherwise in connection with the Program.

(k) No Misrepresenting Our Relationship: You may not represent or hold yourself out to third parties as being anything beyond an Affiliate of Qwil messenger (and, if you are a customer of Qwil messenger, that you are a customer). For example, you may not state or imply that you are a partner or representative or agent of Qwil messenger or that you have the authority to bind Qwil messenger to a contract, or that you are an agent or employee of Qwil messenger or in business with Qwil messenger. You may not state or imply that you represent Qwil messenger in any capacity unless we have specifically authorized you to do so outside of the Program.(l) No Use Of Browser Extensions To Promote Qwil messenger Without Written Approval: You may not create, offer, sell, distribute, or otherwise provide any browser extension related to Qwil messenger without our prior written approval.

(m) Qwil messenger employees: No past or present employees of Qwil messenger or family members of employees of Qwil messenger can participate.

(n) Non-Disparagement: In exchange for receiving Affiliate Commissions, you agree that you will not publicly disparage Qwil messenger or any of its products or services or owners, directors, or staff, whether during or after your participation in the Program.

(o) You agree that Qwil messenger may terminate your participation in the Program if you violate any part of this Section 2, or any other provision, of these Affiliate Terms.

3. Qwil messenger’s Rights

As a member of our Affiliate Program, you understand and agree that Qwil messenger has all of the following rights as concern you, among the other rights set forth elsewhere in these Terms:

(a) We Can Monitor your Site: You hereby give us the right to monitor your website to make sure that you are complying with these Affiliate Terms and to notify you of any changes we believe you should make to your website to remain in compliance. We reserve the right to terminate your participation in the Program if you fail or refuse to make such changes after we have so notified you.

(b) We Determine the Terms Applicable to Referred Customers: Persons who become Subscribers of our Service through referrals made in the Affiliate Program will be bound by our  terms of use, rules, and policies, which are subject to change from time to time. We reserve the right to not accept anyone as a Subscriber, and to terminate any Subscriber’s account and/or access to the Service if that party defaults on their subscription fee payment obligations, and/or if in our sole discretion they violate any of our terms, rules, or policies, even if such a termination affects your right to a Commission or the amount of a Commission under the Program.

4. Affiliate Commissions

(a) Eligibility: Except in jurisdictions in which payment of Commissions is not permitted, and/or where we have not accepted your Application to be an Affiliate, and/or where you have violated these Affiliate Terms, you will be eligible to earn Commissions as set forth in this Section 4.

(b) How Commissions Are Earned: A Commission is earned when a third party (not you or Qwil messenger or any of our respective owners, directors, agents, or employees) does all of the following: (i) The party clicks on a Referral Link, (ii) Once at the Qwil messenger web page to which that Referral Link points, the party signs up for a Subscription to the Service, and (iii) The party pays the applicable subscription fees. The party that completes these three steps (i)-(iii) herein shall be referred to herein as a “Referred Party”. Commissions are earned as long as the Referred Party remains a paid Subscriber.

(c) Commissions Are Not Earned When Any or All of the Following Is the Case: The referring party is an Affiliate, the Affiliate has violated any provision of these Affiliate Terms, one or more of the steps set forth in 4(b)(i)-(iii) is not present or met, or the party signs up for a Subscription sixty (60) days after initially clicking on the Referral Link.

(d) Amount of Commissions: Where a Commission is due to the Affiliate hereunder, the Affiliate shall receive thirty-percent (30%) of all Subscription fees received by Qwil messenger from the Referred Party and (20%) of all Subscription fees received by Qwil Messenger from the Referred Affiliate Referred Party (the Referred Party of the Referred Affiliate) as long as the Referred Party maintains a Subscription. You acknowledge and agree that Qwil messenger in its sole discretion shall determine the price of any and all Subscriptions, and that discounts and promotions offered or given by Qwil messenger to the Referred Party may impact their Subscription fees, and by extension, the amount of your Commission. Note that other things (for example, those discussed in Sections 4(g) and (h) below, among others) can affect whether you are entitled to a Commission, or the amount of a Commission.

(e) Non-Enterprise Subscriptions Only: Commissions will not be paid on Subscription fees paid by a Referred Party who obtains a Subscription to Qwil messenger Enterprise. (See the definitions section above for more information.) This shall be the case even if the Referred Party converts from a non-enterprise Subscription to an enterprise Subscription during the first 12 months after they first sign up for a Subscription. For example, if the Referred Party initially signs up for a non-enterprise Subscription and they maintain that Subscription for six months but they then convert (upgrade) to a Subscription to Qwil messenger Enterprise, the Affiliate will receive a Commission for the first six months only (the time period during which the party was a non-enterprise Subscriber).(f) Payment of Commissions: Commissions earned will be calculated on a monthly basis, and will in any case be paid to the Affiliate within sixty (60) days of Qwil messenger’s receipt of payment from the Subscriber. At or before the time such payment is made, Qwil messenger will make information available to the Affiliate (in the Affiliate’s account) showing the total amount of Subscription fees received from each Referred Party during the month at issue and the Commissions earned. Qwil messenger reserves the right to pay after the 60 days in the event of a disagreement with the Affiliate or other confusion over the amount of the Commission. All payments will be made by electronic transfer. Affiliate agrees to keep updated the information and means by which it has informed Qwil messenger it wishes to be paid through an electronic transfer, and further agrees that any failure to do so may result in a delay or inability on the part of Qwil messenger to transmit payments to Affiliate. The only payment method that Qwil messenger can make a commission payment is PayPal.(g) Other Things That Impact Commissions: You agree that (i) we will not pay you a Commission where the Referred Party signs up for the Subscription using a false or fraudulent means of payment, such as but not limited to using a stolen credit card, and (ii) where the Referred Party signs up for the Subscription but later receives a refund pursuant to Qwil messenger policy. In each of these cases (i) and (ii), you will not receive a Commission at all, or if you have already received a Commission by the time Qwil messenger learns that the party is done one of the things mentioned in (i) or (ii), we will deduct the amount of the Commission we paid you applicable to that payment from any future payments to you as an Affiliate.(h) Effect of Legal Prohibitions: If we determine that payment of a Commission is not permitted under any applicable laws, or the Referred Party violated any law in signing up for a Subscription, of your violation of these Terms or applicable law resulted in the Referred Party signing up for a Subscription, we reserve the right to not pay the Commission.(i) Taxes and Third-Party Fees: Affiliates are solely responsible for any and all government- imposed taxes and levies, and any and all fees charged by the Affiliate’s bank or other financial institution, in connection with or because of the Affiliate’s receipt of Commission payments.

5. Licenses

(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use your personal and company names, titles, and logos in the advertising, marketing, promoting, and publicizing of the Program.

(b) We both agree not to use the other’s Names or other proprietary materials in any manner that portrays the other in a negative light. Other than the rights explicitly granted to you in these Affiliate Terms, we each retain all right, title, and interest in and to our respective rights, and no right, title, or interest in anything or any form or type of property not stated in these Affiliate Terms is hereby transferred to the other.

6. Disclaimer

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING QWIL MESSENGER, THE PROGRAM, OR THE QWIL MESSENGER SERVICE. ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. QWIL MESSENGER MAKES NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR OF ANY SIGN-UP PAGE OR PROCESS WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

7. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE AFFILIATE TERMS.

8. Indemnification

You agree to defend, at your expense, Qwil messenger and its related entities and each of their employees, directors, officers, representatives, agents, and contractors (collectively, the “Qwil messenger Parties”), against any and all claims, suits, actions, or other proceedings brought against them by a third party based on or arising from any claim resulting from your breach of these Affiliate Terms (“Claim”). You further agree to indemnify the Qwil messenger Parties against any damages, attorneys fees, and costs awarded by the court or arbitrator in favor of the party or parties who have brought the Claim. 

9. Term and Termination

The term of the agreement formed by your acceptance of these terms shall continue for as long as you are an Affiliate. Either party hereto may terminate Affiliate’s participation in the Program for any reason, on sixty (60) days written notice. Such notice to Qwil messenger shall be sent by email to Support@qwilmessenger.com

10. Modification

From time to time, we may make changes to these Affiliate Terms. You agree to review these terms from time to time and that you will be bound by such changed terms unless you choose to terminate your participation in the Program. Such a termination shall be your sole mode of recourse if you object to such changes. You also agree that Qwil messenger has the right to shut down or otherwise stop offering the Program at any time. If we do shut it down or stop it, we will still pay you all Commissions you have earned prior to that time.

11. Miscellaneous

(a) You represent, warrant, and agree that:

(i) You have read and understood these Affiliate Terms, and consulted your own legal counsel for advice regarding them if you felt that was necessary, before agreeing to them via the click-through process (for example, by checking an “I agree” box and then clicking on the “submit” button, or by otherwise indicating your agreement to these Affiliate Terms);

(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform your obligations under these Affiliate Terms, without the approval or consent of any other party;(iii) If Affiliate is a company, entity, or other organization, rather than a single individual person, the person who agreed to these Affiliate Terms had the power and authority to agree to them on behalf of the Affiliate.

(b) Independent Contractors. Each of us shall be deemed to be independent and separate parties with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts anything in this paragraph.

(c) Assignability. You may not assign your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign the Program and/or these Affiliate Terms to any Qwil messenger entity and/or to an acquiror of Qwil messenger assets.

(d) Governing Laws. Except where not permitted by the jurisdiction in which Affiliate resides, these Affiliate Terms shall be governed by the substantive laws of the United Kingdom without reference to its choice or conflicts of law principles that would require the Application of the laws of another jurisdiction, and shall be considered to have been made and accepted in the United Kingdom.

(e) Neither party shall be deemed to have waived any provision of these Affiliate Terms unless in writing and signed by both parties.(f) Entire Agreement. These Affiliate Terms represent the entire agreement between Qwil messenger and Affiliate, and shall supersede all prior agreements and communications between us, whether oral or written.

(g) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is given full effect, and the remainder of these Affiliate Terms shall have full force and effect.

(h) Governing language. These terms are not provided in any language other than English. If you wish to have them translated into another language before agreeing to them, you may do so, but you agree that the English version of these Affiliate Terms shall control in all cases.