The following definitions shall apply to this Agreement:
- “Account” means the account you have to create or use in order to use the Software features;
- “Marks” means D-ID trademarks, service marks and logos.
- “Paying User” means a user registering an Account on the Software for payment;
- “Plan” means your selected subscription plan.
- “Price List” means D-ID’s price list which is available in the Software and may be amended by D-ID from time to time;
- “Referral Date” shall mean the date in which the Referred User has subscribed to the Software using the Affiliate Program Link or Promo Code provided by the Participating User (all such terms, as defined below).
- “Software” means D-ID web applications or the D-ID plugins;
- “Subscription Fee” means subscription fee as set forth in the Price List, according to a selected Plan.
- Affiliate Program
- Participating in an Affiliate Program. We may invite selected users to participate in our affiliate program in order to encourage other users to use and benefit from the Software (the “Affiliate Program”). By participating in the Affiliate Program, accepting and/or sharing Affiliate Program Links or Promo Codes (both as defined below), and/or by signing up with an Affiliate Program Link or Promo Code received from a Participating User (as defined below), you are agreeing to be bound by the terms and conditions of this Agreement (including, for the avoidance of doubt, the terms of this Section 2).
- Eligibility. The Affiliate Program is open to selected D-ID users, to which we may offer (at our sole discretion) to participate in such program (“Participating Users”). We may require a Participating User to fill out additional documentation and/or agree to additional terms set forth in such documentation in order to be eligible to participate in the Affiliate Program. Participating Users are authorized to refer potential users to D-ID by sending links (“Affiliate Program Links”) and/or codes (“Promo Codes”). We have the right to limit the number of times a Participating User may use or share their Affiliate Program Link or Promo Code, at our sole discretion.
- Affiliation Fee. The Participating User will be eligible to receive an affiliation fee for applicable Successful Referrals, as set forth hereafter (“Affiliation Fee”). The Affiliation Fee is calculated, on an aggregated basis, based on the subscription fees received from Successfully Referred Users (“Net Subscription Fees“) by the end of the second complete month of the Successfully Referred User’s subscription, provided that the Successfully Referred User has made two consecutive payments as set forth in the applicable Monthly Report (as defined below). The Affiliation Fee will be the lower amount between the two consecutive payments of Net Subscription Fees actually received by D-ID from a Successfully Referred User during the first two complete months of their subscription, minus any applicable taxes, transaction costs and/or any refunded amounts, and minus a 6% fixed fee due to payment to applicable payment processors. The Affiliation Fee becomes payable to a Participating User once the total Affiliation Fees with respect to all its Successfully Referred Users reach a minimum amount of US $30 (thirty US dollars) (“Minimum Affiliation Fee”) within a maximum accumulation period of twelve (12) months from its first Successfully Referred User’s respective Referral Date, and will become payable within one (1) month after reaching such amount. Subject to the above, payment shall be made within 30 days from receiving an invoice from the Affiliate. To the extent the abovementioned aggregated Affiliation Fees do not reach the Minimum Affiliation Fee within the first twelve (12) months from the first Successfully Referred User’s respective Referral Date, the applicable Affiliation Fee shall become void. The Participating User must have a valid payment method in order to receive their Affiliation Fee. We will send Participating Users a monthly report within ten (10) days from the beginning of each month, in which we will set forth the applicable Successful Referrals, Net Subscription Fees and the respective Affiliation Fee(s) for the preceding month (“Monthly Report”). In the event that the Successfully Referred User is approved a refund after the Affiliation Fee has been paid, we may require the Participating User to return us the Affiliation Fee related to the refunded amount or to deduct it from future Affiliation Fee(s) (as decided by us in our sole discretion).
- Limitations. Affiliation Fees are non-transferable and non-exchangeable. Affiliate Program Links and/or Promo Codes may only be shared by the Participating User on a personal and non-commercial basis. The Participating User shall not share any Affiliate Program Links and/or Promo Codes on a mass outreach or to the general public (e.g. via bulk emailing or posting on a coupon website, social media or blogs), and/or make any activity in connection with the subject matter hereof in any websites and/or platforms that include adult, illegal gambling and/or any illegal content. In addition, the Participating User shall not use any Marks and/or other D-ID brand keywords such as “D-ID”, “De-Identification” and/or “Creative Reality Studio”.
FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES SHALL D-ID BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THIS AFFILIATE PROGRAM EVEN IF D-ID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
IN ANY EVENT D-ID’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM THIS AFILLIATE PROGRAM, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
- Disputes. Any disputes arising from or related to the Affiliate Program will be resolved solely by D-ID in its sole discretion, and its decision will be final and binding. Any violation of the terms of this Section 2 will not only prevent the Participating User from participating in the Affiliate Program (now or in the future), but could also result in the forfeiture or retraction of Affiliation Fees or other rewards earned through the Affiliate Program and even the deactivation of the Participating User’s Account, all as determined by D-ID at its sole discretion.
- Termination and Changes. D-ID reserves the right to change, end, or pause, in whole or in part, any Affiliate Program, at its sole discretion and upon notice, provided that except in case of material breach of the terms of this Agreement, such notice will be provided at least twenty-four (24) hours prior to the effective date of such change, end or pause of the Affiliate Program.
- Independent Contractors. You and D-ID are independent contractors. Nothing in this Agreement, including, for the avoidance of doubt, the terms set forth in Section 2, creates a partnership, joint venture, agency, or employment relationship between you and D-ID. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of D-ID.
- This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by D-ID without restriction or notification. Any prohibited assignment shall be null and void.
- Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
- This Agreement, and any other legal notices published by us in connection with the Software or the Affiliate Program, shall constitute the entire agreement between you and D-ID concerning the Software and the Affiliate Program. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by D-ID. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Contact Information. If you have any questions, complaints, or claims regarding the Software and/or the Affiliate Program, please contact us at email@example.com.
Last updated: June 2023