lemlist Affiliate Program Terms & Conditions
1. Subject
LEMPIRE (“LEMLIST”), a simplified joint stock company with registered office at 128 rue de la Boétie – 75008 Paris and registered with the Paris Trade and Companies Register under no. 823 475 082, has developed tools and built communities that allows sales teams, agencies and B2B companies to personalize and automate cold emails, network and grow their business (the “Services”).
In order to develop its Services, LEMLIST has set up an affiliation Program enabling LEMLIST's company partners which have joined the Program, under the conditions set out in the article “Membership Conditions” (the “Member(s)”, together with LEMLIST the “Parties”), to bring to LEMLIST, through their personal actions and interventions, a certain number of clients in exchange for commissions.
The purpose of the present Rules is to define the conditions under which the Members may bring clients to LEMLIST as well as the terms of remuneration for said Referrals.
2. Definitions
For the purposes hereof, the following definitions shall apply:
- “Agreement”: the Prospect's first subscription to one or more Services;
- “Member”: a partner of LEMLIST which has joined the Program;
- “Link”: tracked affiliation link generated by Partnerstack in the conditions set forth here and shared by LEMLIST with the Member at the time of its registration to the Program.
- “Membership”: registration of the Member, under the conditions set out in the article “Membership Conditions”, to the Program;
- “Presentation Date”: date on which the Prospect uses the Link communicated by the Member to subscribe to LEMLIST's Services;
- “Program”: the affiliation program set up by LEMLIST;
- “Prospect”: any person presented by the Member to LEMLIST (i) which might be likely to subscribe to its Services (ii) which meets the conditions set out in the article “Terms and Conditions of Referral”;
- “Referral”: any presentation of a Prospect by the Member, which meets the conditions set out in the article “Terms and Conditions of Referrals”;
- “Rules”: conditions of Membership and Referrals set forth herein;
- “Services”: set of tools and services developed by LEMLIST that allows sales teams, agencies and B2B companies to personalize and automate cold emails, network and grow their business.
3. Membership Conditions
LEMLIST partners wishing to join the Program may apply by completing the form available at the following address: https://dash.partnerstack.com/application?company=lemlist.
LEMLIST will study each application for Membership, and may freely grant or refuse such applications, in particular after considering:
- The nature of the partner's audience (i.e. sales teams, growth marketers, relevant audiences looking for a cold outreach program with intent to buy);
- The quality of the partner's content;
- The ethical, legal compliance of the partner;
- The partner alignment with LEMLIST brand and image.
LEMLIST will inform the Member by any written means that its application for Membership has been accepted or declined. If its application has been accepted, LEMLIST will share with the Member, on this occasion, its personal Link.
4. Term
Membership is agreed for an indefinite period from the date of notification of acceptance by LEMLIST to the Member.
Without prejudice to the other methods of termination provided for herein, it may be terminated at any time by either Party, without justification, by registered letter with acknowledgement of receipt sent to the other Party, subject to one month's notice.
5. Terms and Conditions of Referral
5.1 LEMLIST has complete discretion to accept or refuse the Prospects presented by the Member, for any reason whatsoever, without this entitling the Member to any compensation whatsoever.
5.2 There is a Referral if the Prospect fulfills all of the following conditions:
- It has never been discussed with LEMLIST or presented by an agent, a contributor or any other person;
- It has never entered into a contract with LEMLIST;
- It enters into an Agreement with LEMLIST within 90 days of the Presentation Date.
6. Remuneration for Referrals
6.1 Commission
6.1.1 For each Referral made under the Program, LEMLIST will pay the Member, as commission, a percentage of the amount (exluding VAT) collected by LEMLIST under the Agreement, under the following conditions:
LEMLIST reserves the right, at its own discretion and on terms to be determined by it alone, to grant the Member higher or additional commissions.
The commission will no longer be due, if applicable and unless expressly stated otherwise by LEMLIST, after the 12th month of the Agreement.
6.1.2 The Member expressly acknowledges that it has no right other than its right to commissions, either on Prospects with whom LEMLIST subsequently maintains business relations or on Services provided by LEMLIST.
6.1.3 Similarly, the Member expressly acknowledges that it has no right to commission on Agreements concluded by Prospects which last used another partner's Link to conclude the Agreement.
6.1.4 LEMLIST has complete freedom to set the prices it charges to Prospects, and in particular to grant Prospects any discounts it wishes, without the Member being able to contest these decisions in any way whatsoever. The Member expressly acknowledges and accepts that, unless explicitly stated otherwise by LEMLIST, seasonal offers available to the general public do not apply to the commission.
6.1.5 In the event that LEMLIST does not receive remuneration from one or more Prospects, or in the event of a dispute preventing it from paying its commission to the Member, the latter expressly and irrevocably waives the right to exercise any recourse against LEMLIST.
6.1.6 Likewise, in the event that the Prospect should validly make a request to LEMLIST for a refund of the Agreement entered into, the Member undertakes to refund to LEMLIST all commissions received in this respect.
6.2 Payment
Each commission will only be paid to the Member (i) once LEMLIST has collected the sums owed by the Prospects, and (ii) within a maximum period of 31 days following the collection of each sum entitling the Member to a commission.
LEMLIST undertakes to communicate regularly to the Member, throughout the duration of its Membership, the status of its receipts to enable the Member to draw up the corresponding invoices on this basis. These statements shall constitute the principal means of proof between the Parties.
Invoicing and payments are managed by Partnerstack, on LEMLIST platform.
The Member will contract directly with Partnerstack for the implementation of these payments, by accepting its terms and conditions through a checkbox at the end of the Program application form.
6.3 Late and Non-payment
Any delay in payment of all or part of a sum due to the Member on its due date under the Program will automatically entail, without prejudice to possible termination under the terms of articles “Term” and “Termination for Breach”, the invoicing to the Member of late payment interest, due by the sole fact that the contractual term has expired, at the rate of 3 times the legal interest rate, based on the amount of the debt not paid on the due date, and a fixed indemnity of 40 euros for collection costs.
7. Expenses and Fees
Expenses incurred personally by the Member will not be borne by LEMLIST and will remain the sole responsibility of the Member.
8. Expenses and Fees
LEMLIST is free to entrust any business referral mission to one or more other Member(s).
The Member agrees, for the duration of its Membership, not to reuse the content used to promote LEMLIST's Services for the benefit of any individual or legal entity engaged in an activity competing with that of LEMLIST, namely the creation and distribution of personalized network assets.
9. OBLIGATIONs of the member
The Member agrees to use its best efforts to promote LEMLIST to Prospects. It undertakes to conduct its business in such a way as to reflect favorably at all times on LEMLIST's Services, name and reputation.
The Member undertakes to promote LEMLIST using:
- Content of high quality, in accordance with the state of the art and any guidelines communicated by LEMLIST;
- Exclusive content made and used for the promotion of LEMLIST’ Services.
The Member agrees not to communicate any content (this list is not exhaustive):
- Spammy or unethical, in particular offending public order and morality (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist);
- Infringing the rights of LEMLIST or third parties (infringing content, personality rights, trademark abuse, ad hijacking, bid on LEMLIST’ brand name, etc.) and more generally violating a contractual, legislative or regulatory provision;
- Prejudicial to third parties in any way whatsoever;
- Misleading, deceptive or proposing or promoting illicit, fraudulent or deceptive activities;
- Harmful to the computer systems of third parties.
The Member may also implement, at its own expense, any additional advertising or promotional actions that it wishes to undertake, provided that these actions do not harm LEMLIST's brand image or its Services.
To this end, the Member undertakes to communicate to LEMLIST, for prior approval, all communication media other than those made available by LEMLIST, prior to their use.
The Member undertakes not to make any representation or warranty to Prospects concerning the specifications, characteristics or capabilities of LEMLIST’ Services, which is incompatible with LEMLIST's commitments.
The Member undertakes to inform LEMLIST without delay of any dispute or difficulty that it may encounter concerning the promotion of its Services.
The Member undertakes to comply with the laws and regulations in force and not to undermine public order.
The Member further undertakes to provide LEMLIST with all documents, elements, data and information necessary for the proper execution of the Program. More generally, the Member undertakes to cooperate actively with LEMLIST in good faith with a view to the proper execution of the Program and to inform LEMLIST of any difficulties relating to this execution.
The Member guarantees LEMLIST against all complaints, claims, actions and/or demands of any kind that it may suffer as a result of the violation of any of its obligations by the Member under the terms of the Program. The Member undertakes to pay LEMLIST all costs, charges and/or judgments it may incur as a result.
LEMLIST does not guarantee the Member any minimum volume of sales concerning the commissions it will receive for the Referrals.
10. TERMINATION FOR BREACH
Notwithstanding the provisions of the “Term” article, in the event of the Member failing to fulfill any of his obligations under the present regulations, his Membership will be terminated automatically after receipt by LEMLIST of a formal notice by email, mentioning the intention to apply the present clause, without prejudice to any damages that LEMLIST may claim from the Member.
11. PERSONAL DATA
Each of the Parties undertakes to comply, as far as it is concerned, with all legal and regulatory obligations incumbent upon it in terms of the protection of personal data, in particular Law 78-17 of January 6, 1978 in its latest amended version known as the Loi Informatique et Libertés and Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 (the “Applicable Regulations”).
LEMLIST and the Member are respectively responsible for processing each within their scope of processing carried out on the personal data collected from Prospects. In this context, the Member is responsible for the processing of Prospects' data until it is transmitted to LEMLIST.
LEMLIST, for its part, is responsible for processing Prospects' personal data once it has been forwarded to it by the Member. It is the responsibility of each of the Parties, as data controller, to:
- Define the legal basis(s) applicable to processing operations within its own scope;
- Ensure that data subjects are informed in advance of the processing and transfers carried out, and of the purposes;
- Ensure the deployment, under its sole responsibility, of appropriate technical and organizational measures to guarantee the security, confidentiality and integrity of the other party's personal data, against any risk of destruction, loss, corruption, misappropriation or unauthorized disclosure;
- Put in place all appropriate procedures to receive and manage requests from data subjects concerning their rights to their personal data;
- Put in place appropriate procedures for detecting, alerting and notifying us of any personal data breaches;
- Deploy appropriate protection within its own subcontractors and tools;
- Manage any cross-border data flows in accordance with applicable regulations;
- Cooperate with each other and provide each other with any useful information or documents in order to comply with Applicable Regulations;
- Undertake respectively (i) to enter into contracts with their subcontractors which collect and process personal data on their behalf that comply with the applicable Regulations and (ii) to ensure that such subcontractors implement appropriate technical and organizational measures to ensure that such processing complies with the applicable Regulations.
The Member warrants that the personal data of Prospects that it transmits to LEMLIST are collected in a lawful, fair and transparent manner in accordance with Applicable Regulations. The Member also guarantees that the persons concerned have consented to the processing of their personal data by LEMLIST, if the collection of such consent is required by the Applicable Regulations. LEMLIST declines all responsibility for the processing carried out by the Member prior to the transmission of the Prospects' data to LEMLIST.
12. INTELLECTUAL PROPERTY
The Program does not affect the pre-existing intellectual property rights of LEMLIST.
Any communication elements, systems, software, structures, infrastructures, databases and content of any kind used by LEMLIST during its business and communicated to the Member for the purpose of performing its obligations under the Program are protected by all intellectual property rights or database producers' rights in force.
Any disassembly, decomplication, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, when such acts are not made necessary by the performance of the Program, or when they have not been previously authorized by LEMLIST, are strictly prohibited and may be subject to legal action.
The Member shall only be granted a license to use the materials of LEMLIST to which it may have had access, or which will be transmitted to it by LEMLIST, for the duration of its Membership and for the sole purpose of performing the Rules of the Program.
13. CONFIDENTIALITY
The Member undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to LEMLIST of which he may have become aware during his Membership, and not to divulge them without the prior written consent of LEMLIST.
The Member undertakes not to use them for any purpose other than commercial prospecting and to destroy them or return them to LEMLIST, at its request.
This obligation does not extend to documents and information:
- of which the Member was already aware;
- which were already public at the time they were communicated or which would become public without violation of the present Rules;
- which have been lawfully received from a third party;
- the communication of which would be required by judicial authorities, in application of laws and regulations or in order to establish the rights of a Party under the Program.
This obligation of confidentiality extends to all employees, collaborators, trainees, directors and agents of the Member, as well as to its affiliated consultants and co-contractors, to whom documents or confidential information may only be transmitted if they are bound by the same obligation of confidentiality as that set out herein.
This obligation will continue to apply for a period of 5 years following the termination of the Member’s Membership, for whatever reason.
14. Social Regulation
The Member must provide LEMLIST with the following documents, by email at [email protected], as soon as the total amount of his commissions is at least 5,000 euros excluding VAT, and every 6 months if the Member’s Membership continues beyond this amount, until its end:
- A document attesting to the company's registration dated less than 3 months (identification card in the case of registration in the Trade Register, K or K bis extract in the case of registration in the Companies Register);
- An up-to-date certificate of vigilance attesting to the provision of social security declarations from the social security body responsible for collecting social security contributions.
In addition, the Member guarantees :
- To comply, for each employee assigned to the execution of the Program, with the legal and regulatory obligations relating to employee declarations to social protection bodies, the personnel register, and the preparation and submission of pay slips;
- Not to resort to concealed work.
15. Intuitu Personae
The Membership is deemed to have been entered into in consideration of the person of the Member, and as such, the Member shall not delegate or assign any of its rights hereunder, nor entrust a third party with the performance of all or part of its obligations, without the prior written consent of LEMLIST.
16. RELATIONSHIP BETWEEN PARTIES
It is expressly agreed that neither Party may use the provisions of the Program to claim, in any way, the status of agent, representative or employee of the other Party, nor bind the other Party with respect to third parties.
Under the terms hereof, no particular legal structure is formed between the Parties, each retaining its full autonomy, its responsibilities and its own clientele.
17. FORCE MAJEURE
In accordance with the provisions of Article 1218 of the Civil Code, no Party may be held liable for a failure to perform its contractual obligations if this failure is due to an event beyond the control of the Parties and constitutes force majeure.
Force majeure is understood to mean the occurrence of an event that has the characteristics of unpredictability, irresistibility and exteriority to the Parties that are usually recognized by French law and courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters or a defect attributable to a third-party telecommunication provider.
The Party prevented from doing so must inform the other Party as soon as possible, indicating the nature of the case of force majeure. The Parties shall meet in order to determine together the most appropriate means of mitigating, if possible, the consequences of the event(s) of force majeure.
If the case of force majeure lasts for more than one month, LEMLIST may terminate the Membership of the Member, as of right, without any judicial formality, without prior notice and without any right to compensation of any kind whatsoever, by any written means with immediate effect.
If, as a result of a case of force majeure, the Member is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations that are not affected by the case of force majeure, as well as for its payment obligations.
As soon as the case of force majeure ceases, the Member shall immediately inform LEMLIST and resume performance of the affected obligations within a reasonable period.
18. APPLICABLE LAW AND JURISDICTION
The Rules are subject to French law and shall be governed and interpreted in accordance with that law.
In the event of a dispute between the Parties concerning their validity, interpretation or performance, the Parties shall endeavour to settle their dispute amicably. In the absence of an agreement within one month of the first notification by any means in writing sent by one Party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris (France), even in the event of multiple defendants and third-party claims.