Crazy Egg Partner Program Terms of Service
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These Terms of Service (this “Agreement”) are between Crazy Egg Inc., a California corporation with its principal place of business at 3013 Seabrook Court, Redwood City, CA 94065 (“Crazy Egg,” “we,” “our”) and you (“Partner,” “you”). By joining the Crazy Egg Partner Program (the “Partner Program”) through PartnerStack, you agree to be bound by the terms and conditions set forth in this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WITHOUT MODIFICATION, THEN PLEASE DO NOT JOIN THE PARTNER PROGRAM OR ACCESS OR USE THE PARTNER PROGRAM THROUGH PARTNERSTACK. BY PARTICIPATING IN THE PARTNER PROGRAM OR CONTINUING TO ACCESS OR USE ALL OR ANY PART OF THE PARTNER PROGRAM, DOWNLOADING ANY MATERIALS, OR COMPLETING ANY APPLICATION PROCESS VIA PARTNERSTACK, YOU AGREE TO BE BOUND BY THESE TERMS. IF THESE TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE PARTICIPATING IN THE PARTNER PROGRAM.
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Overview
(a) This Agreement governs your participation in the Partner Program. This Agreement is separate from any agreement you may have with PartnerStack. Your participation in the Partner Program is voluntary and separate from any other existing Crazy Egg campaigns or programs. Crazy Egg shall have no responsibility or liability for PartnerStack's platform, portal, payments, or operations.
(b) We reserve the right to amend, modify or discontinue the Partner Program, this Agreement, or any term of the Partner Program or this Agreement without notice to you or any third party. While Crazy Egg will undertake reasonable efforts to notify you through PartnerStack or by email before major changes take effect, this Agreement may be unilaterally modified by Crazy Egg from time to time without notice to you, provided that such modifications will be effective prospectively. Such modifications by Crazy Egg are effective upon updating this Agreement on the PartnerStack portal, and your continued participation in the Partner Program or access to or use of the PartnerStack portal at any time constitutes acceptance of this Agreement in effect at the time. It is important that you review this Agreement every time you use or access the Partner Program or the PartnerStack portal.
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Eligibility & Enrollment
To be eligible to participate in the Partner Program, you must be at least 18 years old. You may apply to participate in the Partner Program through the PartnerStack portal. Crazy Egg reviews and approves applications at its sole discretion. If approved, you will receive a unique Referral Link to share with prospective customers.
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Key Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
“Customer” means a new paying customer who signs up for the Services using your Referral Link, provided that Customer excludes any and all Existing Customers.
“Existing Customer” means any party who (i) has a paid Crazy Egg account as of the date Crazy Egg accepts your application to participate in the Partner Program or (ii) had a paid Crazy Egg account within the 12 months prior to the date Crazy Egg accepts your application to participate in the Partner Program.
“Net Revenue” means payments actually received by Crazy Egg for the Services from an applicable Customer, excluding taxes, refunds, chargebacks, and discounts.
“Personal Data” means any information about an identified or identifiable individual, including information defined as “personal data” or “personal information” under applicable data protection laws.
“Services” means the Crazy Egg software and related offerings listed at www.crazyegg.com.
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Referrals & Promotion
(a) You will receive credit for a referral when a new Customer (excluding, for clarity, any Existing Customer) signs up for the Services through your Referral Link, as determined by Crazy Egg in its sole discretion. Accepted Customer referrals will appear in your PartnerStack account, usually within a few hours but sometimes longer.
(b) Subject to the other terms and conditions of this Agreement, you may promote Crazy Egg using the approved marketing materials provided in PartnerStack.
(c) Crazy Egg's internal records and good faith determinations regarding attribution, revenue, and commission amounts are and shall be final and binding.
(d) Manual submissions or self-referrals are not allowed and will not result in you receiving any Customer referral credit. You also will not earn commissions on your own accounts or purchases. Any incentivized, clickfarmed, paid-for or any other form of fraudulent or unverified installs will not be included in determining Customer referral credit, as determined by Crazy Egg in its sole discretion.
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Your Representations and Covenants
(a) You hereby represent, warrant and covenant to Crazy Egg that: (i) you have the full power and authority to enter into and perform this Agreement; (ii) your participation in the Partner Program and all promotional activities will comply with all applicable laws, regulations, and advertising standards, including without limitation those governing privacy, marketing, endorsements, anti-spam, anti-corruption, export control, and sanctions; (iii) you will not make any false, misleading, or deceptive statements about Crazy Egg or its products or services; (iv) you will conduct all activities in a professional and ethical manner and in accordance with the industry standards and all applicable federal, state, local and foreign laws; (v) any content you create in connection with the Partner Program (“Your Content”) will be original, honest, and not misleading; (vi) none of Your Content will be libelous or otherwise defamatory; (vii) all claims you make in Your Content will be factual and supported by evidence; (viii) you will follow platform-specific disclosure requirements (e.g., #ad, #sponsored); (ix) you will be responsible for ensuring that Your Content complies with all applicable laws and platform policies; and (x) all information you provide to Crazy Egg or through PartnerStack is and will remain true, accurate, and complete.
(b) You hereby covenant and agree that you shall not: (i) make false or misleading claims about Crazy Egg or its products or services; (ii) modify or create new materials using Crazy Egg's trademarks without Crazy Egg's prior written approval; (iii) bid on search keywords that include “Crazy Egg” or variations; (iv) use spam, unsolicited emails, coupon-stuffing, or deceptive tactics; (v) offer cashback, gift cards, or other incentives without Crazy Egg's prior written approval; (vi) infringe, misappropriate, or violate any third party's intellectual property, privacy, or other rights in connection with your activities under this Agreement; (vii) violate any applicable law or regulation (including without limitation FTC endorsement guidelines) in the course of performing any services for Crazy Egg; (viii) send any unsolicited bulk emails (spam); or (viii) do anything that could be harmful to Crazy Egg's reputation or goodwill.
(c) Crazy Egg reserves the right, at any time and upon reasonable notice, to review, audit, or request documentation regarding your promotional activities to verify compliance with this Agreement. You agree to cooperate in good faith with any such review and to promptly provide information, screenshots, URLs, or other reasonable evidence demonstrating your compliance. Failure to cooperate or provide requested information may result in suspension or termination of your participation in the Partner Program and forfeiture of unpaid commissions.
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Referral Fees
(a) When you make a valid Customer referral during the term of, and in accordance with, this Agreement (as determined by Crazy Egg in its sole discretion), you will earn a commission with respect to such referral at the rate and on the terms otherwise shown in your PartnerStack portal with respect to the Partner Program (the “Referral Fees”).
(b) Referral Fees shall be your sole compensation for your services under this Agreement. Crazy Egg may adjust Referral Fee rates or structure at any time with notice through PartnerStack. You will not earn or be entitled to payment of any Referral Fee or other commission with respect to any Existing Customer, refunds, chargebacks, or fraudulent signups.
(c) Notwithstanding anything to the contrary in this Agreement, payment of any Referral Fees by Crazy Egg to you is contingent upon the applicable conditions set forth in your PartnerStack portal with respect to the Partner Program being completed (which conditions may include, without limitation, Crazy Egg receiving the corresponding Net Revenue from the applicable Customer with respect to such Referral Fees) as determined by Crazy Egg in its sole discretion.
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Payments
(a) Crazy Egg will pay Referral Fees through PartnerStack, according to its payment terms and schedule.
(b) PartnerStack deducts its service fees from the Referral Fees before such payments are made. Your right to receive any Referral Fees is net of the applicable PartnerStack deduction and Crazy Egg will have no obligation to pay you any amounts so deducted.
(c) Crazy Egg's calculation of Referral Fees shall be conclusive absent manifest error. You must raise any dispute in writing within thirty (30) days of receipt of payment of the applicable Referral Fees, or such payment shall be deemed accepted. Crazy Egg may, in its sole discretion, delay or withhold payment if Crazy Egg detects fraud or policy violations. Crazy Egg may, in its sole discretion, offset or reclaim amounts previously paid if later found to be invalid.
(d) You acknowledge and agree that you are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of consideration under this Agreement. You are solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of your compensation hereunder will be subject to withholding by Crazy Egg for the payment of any social security, federal, state or any other employee payroll taxes. If, notwithstanding the foregoing, you are reclassified as an employee of Crazy Egg, or any affiliate of Crazy Egg, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Crazy Egg.
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Pricing & Availability
Crazy Egg sets prices and availability of its Services from time to time in its sole discretion. Crazy Egg may change such prices and availability at any time.
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Intellectual Property
(a) Crazy Egg hereby grants you a limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use Crazy Egg's name and logo (the “Marks”) solely as necessary to promote the Services as contemplated by this Agreement. All goodwill arising from such use shall inure exclusively to the benefit of Crazy Egg. You shall use the Marks strictly in accordance with Crazy Egg's brand guidelines (as provided from time to time).
(b) You agree not to register or use any domain names, ads, or social handles containing “Crazy Egg” or confusingly similar terms. You shall not modify, combine, or register any Marks or confusingly similar marks. Upon termination or expiration of this Agreement, you shall immediately cease all use of the Marks and, at Crazy Egg's request, destroy or deliver up all materials bearing such Marks.
(c) For clarity, Crazy Egg retains all right, title and interest in and to all of Crazy Egg's intellectual property and related intellectual property rights of any kind (collectively, the “Crazy Egg IP”), and no grant of rights or license to the Crazy Egg IP (or to any intellectual property of any brand partner or affiliate) is made under this Agreement, except the limited license set forth in Section 9(a) above.
(d) You also hereby authorize Crazy Egg to reference your name, company name, logo, username, or social media handle for the purpose of internal reporting, program performance metrics, or promotional highlights referencing general success within the Partner Program, or to identify you as a partner in marketing materials. You may request removal of your name from Crazy Egg’s marketing materials at any time (provided that Crazy Egg will not have to update existing marketing materials if it is burdensome to do so). You hereby grant Crazy Egg permission to repost or share content that you voluntarily publish in relation to the Partner Program.
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Term & Termination
(a) This Agreement shall commence on the date Crazy Egg approves your application and shall remain in full force and effect until either party terminates this Agreement in accordance with this Section 10.
(b) You may terminate your participation in the Partner Program at any time by removing the Partner Program in PartnerStack or emailing [email protected] and expressly requesting your removal from the Partner Program. Such removal of the Partner Program in PartnerStack or such email request shall also constitute termination of this Agreement.
(c) Crazy Egg may suspend or terminate this Agreement and/or your participation in the Partner Program at any time, with or without cause, by providing written notice to you via PartnerStack. Crazy Egg may remove you from the Partner Program in PartnerStack at any time.
(d) Upon termination or expiration of this Agreement or your participation in the Partner Program for any reason, (i) you shall cease all activities under this Agreement and you shall stop using Crazy Egg's materials and logos; and (ii) only unpaid valid Referral Fees (not tied to violations, as determined by Crazy Egg in its sole discretion) will remain payable, unless forfeited as provided in this Agreement. Notwithstanding anything to the contrary in this Agreement, you shall forfeit any and all rights to unpaid and future commissions under this Agreement upon your material breach of this Agreement that remains uncured (if curable, as determined by Crazy Egg in its sole discretion) for five (5) days following your receipt of written notice from Crazy Egg.
(e) Notwithstanding anything to the contrary in this Agreement, Sections 4(c), 5, 7(b) – (d), 9(b) – (d), 11 (Confidentiality), 12 (Data Protection), 13 (Limitation of Liability), 14 (Independent Contractor), 16 (Notices), 17 (Severability; No Waiver), 18 (Entire Agreement; Assignment; Amendment), 19 (Governing Law; Dispute Resolution), and 20 (Non-Solicitation) will survive any expiration or termination of this Agreement.
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Confidentiality
(a) You acknowledge that you may receive or have access to confidential and proprietary information belonging to Crazy Egg, including but not limited to business plans, financial information, campaign details, tracking links, offer terms, payout structures, client lists, and trade secrets as well as information belonging to third parties (“Confidential Information”). The failure to mark Confidential Information as “Confidential” or with a similar legend shall not prevent that particular Confidential Information from being protected under the terms of this Agreement.
(b) You agree to: (i) keep all Confidential Information in strict confidence and protect it from accidental loss and unauthorized use and disclosure; (ii) not disclose Confidential Information to any third party; (iii) use Confidential Information solely for the purpose of participating in the Partner Program pursuant to the terms of this Agreement; (iv) protect Confidential Information from unauthorized use, access or disclosure in the same manner as you protect your own confidential information of a similar nature, but in no event will you exercise less than reasonable care; and (v) notify Crazy Egg immediately if you learn of any actual or potential misappropriation or misuse of Confidential Information in breach of this Agreement and take all reasonable steps requested by Crazy Egg to prevent, control, or remedy any such misappropriation or misuse. These confidentiality obligations shall survive the termination of this Agreement indefinitely.
(c) All Confidential Information furnished to you by Crazy Egg is the sole and exclusive property of Crazy Egg or its suppliers or customers. Upon request by Crazy Egg, you agree to promptly deliver to Crazy Egg the original and any copies of the Confidential Information.
(d) This Section 11 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that you will first have given notice to Crazy Egg and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
(e) Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between you and Crazy Egg, nothing in this Agreement shall limit your right to report possible violations of law or regulation with any federal, state, or local government agency.
(f) Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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Data Protection
(a) You agree to comply with all applicable privacy and data protection laws, regulations, and industry standards, including, where applicable, the EU General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (CCPA), and any other similar laws governing the processing of Personal Data.
(b) The Parties acknowledge that: (i) you and Crazy Egg each act as independent controllers with respect to any Personal Data they collect and process in the course of their respective business activities; and (ii) neither party processes Personal Data on behalf of the other. Nothing in this Agreement creates a joint controller or processor relationship between the parties.
(c) You shall: (i) only collect, use, disclose, and otherwise process Personal Data in compliance with applicable data protection laws and this Agreement; (ii) provide clear and transparent privacy notices to individuals whose Personal Data is collected, specifying the purpose of processing and your identity as the data controller; (iii) obtain any necessary consents or establish another valid legal basis for processing Personal Data; (iv) implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage; and (v) promptly notify Crazy Egg if you become aware of any Personal Data breach relating to this Agreement that may reasonably be expected to impact Crazy Egg.
(d) If you receive any Personal Data from Crazy Egg or through Partnerstack (such as information about referred customers or commission payments), you shall: (i) use such data solely for the purpose of performing your obligations under this Agreement; (ii) not combine such data with other datasets or use it for any unrelated purpose; and (iii) delete or return such data upon termination of this Agreement or at Crazy Egg's written request, unless otherwise required by law.
(e) If you transfer Personal Data across national borders, you shall ensure that such transfers comply with applicable data protection laws, including through the use of appropriate safeguards such as the EU Standard Contractual Clauses where required.
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Limitation of Liability; Warranty Disclaimer; Indemnification
(a) CRAZY EGG SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. CRAZY EGG'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT OF REFERRAL FEES PAID BY CRAZY EGG TO YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. The foregoing limits do not exclude liability for fraud, willful misconduct, or death/personal injury caused by negligence where such exclusions are not allowed by law.
(b) CRAZY EGG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
(c) You agree to indemnify, defend, and hold harmless Crazy Egg and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, actions, judgments, penalties, fines, awards, interest, damages, liabilities, settlements, losses, costs, and expenses of whatever kind, including attorneys' fees and disbursements, arising from or relating to (i) your performance of services, (ii) bodily injury, death of any person, or damage to real or tangible personal property resulting from your acts or omissions, (iii) your breach of any representation, warranty, covenant or obligation under this Agreement, (iv) any misrepresentation, negligence, or willful misconduct by you, (v) any failure by you to perform the services in accordance with all applicable laws, rules and regulations, or (vi) any violation or claimed violation of a third party's rights resulting from your services or deliverables hereunder. You may not settle any claim without Crazy Egg's prior written consent. This section will survive termination of this Agreement.
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Independent Contractor
You acknowledge that you are acting as an independent contractor and not as an employee of Crazy Egg. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Crazy Egg for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Crazy Egg and will not make any agreements or representations on Crazy Egg's behalf without Crazy Egg's prior written consent. You are solely responsible for all applicable taxes, withholdings, insurance contributions, and related obligations under applicable law. You are not eligible to participate in any employee benefits provided by Crazy Egg.
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Force Majeure
Crazy Egg will not be liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including without limitation natural disasters, war, terrorism, labor disputes, government actions, internet or utility outages, or pandemics.
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Notices
Crazy Egg may provide notices or other communications regarding the Partner Program or this Agreement through the email address associated with your PartnerStack account, through the PartnerStack platform, or by other reasonable means. You are responsible for keeping your contact information in PartnerStack current. Notices will be deemed received when sent by Crazy Egg. You may provide notices to Crazy Egg by email at [email protected] or by another method expressly permitted by Crazy Egg in writing.
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Severability; No Waiver
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. Failure to enforce any provision of this Agreement does not waive Crazy Egg's right to enforce it later. All titles, subject headings, section titles, and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.
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Entire Agreement; Assignment; Amendment
(a) This Agreement is the complete understanding between you and Crazy Egg regarding the Partner Program and supersedes any prior discussions or communications.
(b) This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. Crazy Egg may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
(c) This Agreement may not be amended or modified except by a written agreement that is signed by an authorized representative of Crazy Egg. Notwithstanding the foregoing, you acknowledge and agree that, from time to time, Crazy Egg may amend or modify the terms of this Agreement (including any exhibits hereto) without the need for such amendment or modification to be in writing and/or signed by you. Crazy Egg may use commercially reasonable efforts to notify you of any material changes to this Agreement and you acknowledge and agree that a notice of any such amendment or modification sent to your email address on file with Crazy Egg or on PartnerStack shall constitute sufficient notice to you. Your continued participation in the Partner Program pursuant to this Agreement after the date of any amendment or modification of this Agreement shall constitute your acknowledgment and agreement to such amendment or modification. You shall regularly and diligently review all email messages sent by or on behalf of Crazy Egg to your email address on file with us to check for any amendments or modifications to the terms of this Agreement.
(d) You acknowledge and agree that PartnerStack operates as an independent third-party platform provider. Crazy Egg is not responsible for PartnerStack's platform, systems, payment processing, or any of its acts or omissions. In the event of any conflict between this Agreement and PartnerStack's terms of service, the terms of this Agreement shall govern as between you and Crazy Egg.
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Governing Law; Dispute Resolution
(a) This Agreement is governed by the laws of the State of California without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction.
(b) Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through good faith negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in San Mateo County, California, before a single arbitrator, and the language of arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, Crazy Egg may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Each Party shall bear its own costs and expenses in connection with any arbitration, except as otherwise provided by the arbitrator's award or applicable law.
(c) If any litigation arises out of this Agreement and Crazy Egg is the prevailing party, Crazy Egg shall be entitled to reasonable attorney's fees, costs, and expenses in addition to any other relief to which it may be entitled.
(d) All rights and remedies provided in this Agreement are cumulative and in addition to, not exclusive of, any other rights or remedies available at law or in equity.
(e) You acknowledge that your obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Crazy Egg for which there will be no adequate remedy at law; and, in the event of such breach, Crazy Egg will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
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Non–Solicitation
You agree not to directly or indirectly solicit, initiate, or establish contact with any brand, platform, or third-party partner introduced through this Partner Program, unless explicitly authorized in writing by Crazy Egg. These obligations shall survive the expiration or termination of this Agreement for a period of twenty-four (24) months. You acknowledge that the foregoing restriction is necessary to protect Crazy Egg's trade secrets and other confidential information, including but not limited to non-public information about advertisers, clients, or business strategies.