Zyte Affiliate Program Terms and Conditions

EFFECTIVE DATE: December 13, 2024

ZYTE AFFILIATE PROGRAM TERMS AND CONDITIONS

THESE AFFILIATE PROGRAM TERMS AND CONDITIONS (“TERMS”) CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND ZYTE GROUP LIMITED (“ZYTE”) AND GOVERN YOUR PARTICIPATION IN THE ZYTE AFFILIATE PROGRAM. PLEASE READ THE TERMS CAREFULLY BEFORE ACCEPTING.

By accepting these Terms, You represent that You have read, understood, and agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or other legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Zyte that You have the authority to bind such Entity to these Terms, in which case the terms “You,” or “Your” shall refer to such Entity. If you do not have such authority, or if you do not agree with these Terms, You must not accept these Terms and may not participate in the Affiliate Program.

DEFINITIONS
When used in these Terms with the initial letter capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:
Affiliate Program: means the referral and affiliate program available at https://affiliates.zyte.com/
Ambassador: means the provider of the referral and affiliate platform
Commission: means the reward provided to a member of the Affiliate Program for referrals that meet the conditions set out in these Terms.
Confidential Information: means all information (in written, graphic, oral or other tangible or intangible form) disclosed by a Party which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to security policies and procedures, any scientific or technical information, invention, design, device, process, compilation of information, record, specification, procedure, formula, improvement, technology, code, software code, hardware or method, any concepts, reports, data, know how, works in progress, product developments, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, financial information, customer information, and trade secrets shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; (c) was or is independently developed the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is required to be disclosed pursuant to a valid court order, so long as it is disclosed under seal.
Data Protection Law: means all legislation and regulations relating to the protection of personal data, including (without limitation), the Data Protection Acts 1988-2018, as amended, revised, modified or replaced from time to time; the General Data Protection Regulation (Regulation (EU) 2016/679); and all other statutory instruments, industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by a relevant Data Protection Commissioner relating to the processing of personal data or privacy or any amendments and re-enactments thereof.
Net Revenue: means the amount received by Zyte from a company, minus any fees and applicable taxes. For the avoidance of doubt, Net Revenue shall only include invoices paid in full to Zyte and shall not include amounts due but not received by Zyte.
Party: means any party to these Terms, including You, Your Agents, and/or Zyte.
Personal Data: means personal data as defined under the applicable Data Protection Law.
Service or Services: means Zyte API “Pay Monthly” subscription and Zyte API “Pay As You Go” subscription, explicitly excluding Zyte API Enterprise.
“We,” “Us” or “Our”: means Zyte.
“You” or “Your” means the individual or legal entity signing up for Zyte’s Affiliate Program.
Zyte: means Zyte Group Limited, an Irish limited company with the registered company number 492771, its subsidiaries, or any of its successors or assignees.
Zyte API: means the Zyte API application programming interface developed and enabled by Zyte that permits You to access certain data provided by the Service. API documentation can be found at: https://docs.zyte.com/zyte-api/get-started.html.
Zyte Policies: means all policies and terms made available on https://www.zyte.com/terms-policies/, which are hereby incorporated into these Terms by this reference

GENERAL CONDITIONS
1. Ownership of Services. You expressly acknowledge that Zyte retains all worldwide rights, title and interest in and to the Services, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of any jurisdiction. You agree not to do anything inconsistent with such ownership, including without limitation, challenging the validity of the licenses granted herein.
2. Confidential Information Subject to the express permissions within these Terms, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each Party may use each other’s Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information (a) solely to those of their respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
3. Permissions By participating in Zyte’s Affiliate Program, You give us permission to use Your company’s name and/or logo on our website and other marketing materials identifying you as a member of our Affiliate Program.

YOUR OBLIGATIONS AND RESPONSIBILITIES
1. You cannot carry out search engine marketing activities or any “Pay-Per-Click” advertisement systems using the phrase “Zyte” or “Zyte API” or any variations thereof.
2. At all times you will comply with: (i) all applicable laws (including Data Protection Laws), regulations and binding codes of practice, including advertising regulations. Any actions that constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and may result in your removal from the Affiliate Program.
3. You may not offer any discounts or credits for Zyte API without express written permission from Zyte.
4. At any time upon Zyte’s written request, You must promptly remove any or all content related to the Affiliate Program and all references to and associations with Zyte on social media or elsewhere.
5. All amounts payable under the Terms shall be exclusive of sales, use, value added, goods and services, and all other taxes (but not including withholding tax). You shall be solely responsible for all income tax and other taxes due in respect of the Commission you receive.
6. You must not enter into the Terms or partake in the Affiliate Program if your participation would be in breach of any terms You have agreed with a third party.
7. You must not at any time do or say anything which is or may be considered by Zyte to be detrimental or prejudicial to or to adversely affect the name, image, reputation or business of Zyte or any of its products.

AFFILIATE PROGRAM PAYMENT TERMS AND REQUIREMENTS
1. Both You and the referred customer must be at least 18 years old.
2. You must be registered on the https://affiliates.zyte.com/register. Your participation in the Affiliate Program is subject to Zyte’s approval and is at Zyte’s sole discretion. Zyte is not obliged to offer any explanation for its decision. As part of the registration process, You may be required to create an account with Ambassador, which may be subject to terms and conditions separate from these Terms. Zyte is not liable for any terms and conditions that You may enter into with Ambassador.
3. If You are accepted into the Zyte Affiliate Program, You can then create Your unique referral link within Ambassador's platform.
4. The Affiliate Program allows you to earn 50% of the amount that Your referred customer(s) spends up to a maximum of $2,000 per customer. For the avoidance of doubt, You may only claim $2,000 total Commissions per referred customer for the duration of the Affiliate Program.
5. You will be paid an earned Commission through PayPal. As part of the sign-up process for the Affiliate Program, You will be required to provide Your PayPal details. If you choose to participate in the Affiliate Program You must have a PayPal account or it will not be possible to pay Commission to You. Your contract with PayPal is separate from these Terms and Zyte has no responsibility for Your contract with PayPal.
6. If the referred customer is already in our systems, determined at Zyte’s sole discretion, You will not receive Commission for this referral. You will not receive Commission for referred customers from Your own company.
7. Once you have reached the minimum payout of $150, Zyte will pay You via PayPal on the 15th day (or next business day) of the following month. The Commission is based on Net Revenue generated by your referred customers, subject to qualification and calculation by Zyte. Commission is only payable for Zyte API in line with the Affiliate Program rules. Commission is not payable on any other Zyte products, including free trials or Zyte Enterprise accounts.
8. Your total Commission is presented in the https://affiliates.zyte.com/dashboard the Affiliate will be able to check Referral Rewards Earned, Referral Rewards Pending, Referral Rewards Unpaid and Referral Rewards Paid.
9. The referred customer will be associated with the first affiliate link used. If this link is not Yours, as determined by Zyte, then You will not receive Commission.
10. When a potential customer clicks on Your affiliate link, a cookie will be placed on the potential customer’s device. This cookie will expire 60 days after the last date that the potential customer clicked on Your affiliate link. If the potential customer does not accept the cookie or visits Zyte’s website after the cookie has expired, Commission will not be paid to You.
11. If You have received an overpayment on a previous referral, as determined by Zyte, the overpayment will either be credited against Commission amounts owed by Zyte to you or owed to Zyte as a separate payment.
12. You may not receive Commission if You or Your referred customer are in violation of these Terms or any Zyte Policies, as determined in Zyte’s sole discretion.

PERSONAL DATA
1. We collect certain information (which may include Personal Data) about You as well as Your devices, computers, and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy and Data Processing Agreement, the current versions of which are available at https://www.zyte.com/terms-policies/privacy-policy/ and https://www.zyte.com/terms-policies/dpa/ and incorporated into these Terms by this reference.
2. Zyte may also use your email address to send you other messages, including information about product updates, news, events, and special offers. You may opt out of such email by changing your preferences or sending an email to affiliates@zyte.com.
3. Your contracts with Ambassador and PayPal are subject to the Ambassador and PayPal privacy policies respectively which are separate from these Terms and from Zyte Policies. Zyte has no responsibility for any processing of Your personal data carried out by Ambassador and PayPal.

INDEMNIFICATION AND LIMITATION OF LIABILITY
1. Indemnification by You You will indemnify and hold Zyte and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, and applicable third parties harmless against any Claims, incurred by Zyte arising from any third party claim against Zyte from or related to (a) Your breach of these Terms; or (b) Your negligence or willful misconduct.
2. THE AGGREGATE LIABILITY OF ZYTE TO YOU ARISING OUT OF OR IN CONNECTION WITH THE TERMS AND/OR THE AFFILIATE PROGRAM WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE COMMISSION PAID BY ZYTE TO YOU IN THE PREVIOUS 12 MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY IN CERTAIN CIRCUMSTANCES, IN THESE JURISDICTIONS, ZYTE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

TERM AND TERMINATION
1. Zyte reserves the right to modify these Terms and/or Zyte Policies at any time, at its sole discretion, and without notice. Your continued participation in the Affiliate Program following the date of any such modification may be relied upon by Zyte as your consent to any such modifications.
2. Zyte may also, at its sole discretion, cancel or suspend all of part of the Affiliate Program without notice.
3. Zyte may terminate the Terms (without prejudice to its other rights and remedies) and/or prohibit your participation in the Zyte Affiliate Program with immediate effect if you (i) are in breach of these Terms or other Affiliate Program rules; (ii) have conducted yourself in Zyte’s opinion, in such a manner that is detrimental to Zyte; (iii) are acting inappropriately, disruptively, deceptively, fraudulently and/or acting inconsistently with the Affiliate Program or applicable laws, as determined solely by Zyte or (iv) at any time on notice to you.

MISCELLANEOUS
1. Governing Law. These Terms shall be governed by, construed, and interpreted in accordance with the laws of Ireland, without regard to principles of conflict of laws. Any dispute, controversy or claim dispute arising out of or relating to these Terms or any breach of these Terms shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the International Centre for Dispute Resolution and shall be conducted in accordance with the International Arbitration Rules of the American Arbitration Centre. The number of Arbitrators shall be one. The results of such arbitration proceedings shall be binding upon the parties and judgment may be entered upon the arbitration award in any court having jurisdiction thereof. The seat of the arbitration shall be in Dublin, Ireland. The language of the arbitration shall be English.
2. Assignment You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Our prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our agreement with You to any member of Zyte or in connection with any merger or change of control of Zyte or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms.
3. Sanctions. You represent and warrant that You are not from or based in any of the following countries/regions: Cuba, Iran, North Korea, Syria, Venezuela, Russia, and the Crimea region of Ukraine (“Sanctioned Regions”). You agree that you will not access the Services in any manner that would cause Zyte to violate any U.S. or international economic sanctions or export control laws or regulations.
4. Entire Agreement These Terms, together with Zyte Policies any Agreement(s), constitute the entire agreement, and supersede any and all prior agreements between You and Zyte with regard to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, or services We offer as part of or distinct from the Service (the “Additional Terms”). In those instances, We will notify You of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any Agent authorized as an administrator in Your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
5. Construction The headings and captions of these Terms are inserted only for convenience and identification and are in no way intended to define, limit, or expand the scope and/or intent of these Terms.
6. Severability If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
7. Survival Sections 1- 3, 5, 6, and 8 together with any other provision of these Terms which expressly or by implication is intended to survive termination, shall survive any termination of our agreement. Termination of such agreement shall not limit a Party’s liability for obligations accrued prior to such termination or for any breach of these Terms.
8. Force Majeure Except for payment obligations, neither Party shall have any liability for any failure or delay resulting from a condition that is beyond the reasonable control of such Party, including but not limited to an act of God or natural disaster, government action or acts of terrorism, and power failures (“Force Majeure Event”). The affected Party shall notify the other Party of the extent and nature of the Force Majeure Event within a reasonable time and take all reasonable steps to minimize damages and resume performance.
9. Relationship of the Parties The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10. Notices. All notices to be provided by Zyte to You under the Terms may be delivered in writing by email to the email address provided by you when signing up to the Affiliate Program. You must give notice to Zyte by email to legal@zyte.com. All notices shall be deemed to have been given immediately upon delivery by email.