Partner Program Terms

Last updated: December 9, 2024

Introduction

These Partner Terms ("Partner Terms") govern your participation in the Waterflai Partner Program (the "Program") operated by Gravia SAS ("Waterflai", "we", "our", "us"). By applying to and participating in the Program, you ("Partner", "you", "your") agree to be bound by these Partner Terms.

These Partner Terms supplement and incorporate by reference our standard Terms of Service. In case of conflict between these Partner Terms and the Terms of Service, these Partner Terms shall prevail for matters specifically related to the Program.

Gravia SAS is a French company registered in the Paris trade and companies register (RCS Paris 931 236 509).

Program Overview

The Waterflai Partner Program enables Partners to earn recurring commissions by referring new customers to Waterflai, our no-code platform for building AI agents and workflows.

Eligibility

The Program is open to individuals, agencies, consultancies, and content creators worldwide. You do not need an active paid Waterflai subscription to participate as a Partner. However, you must:

  • Be at least 18 years of age or the age of majority in your jurisdiction
  • Have the legal capacity to enter into binding contracts
  • Provide accurate and complete registration information
  • Maintain a valid payment account for receiving commissions
  • Comply with all applicable laws and regulations in your jurisdiction

We reserve the right to reject any application or terminate any partnership at our sole discretion.

Commission Structure

Partners earn a 30% recurring commission on all payments made by referred customers during their first 12 months as Waterflai subscribers.

Qualifying Referrals

A referral qualifies for commission when:

  • A new customer signs up for Waterflai using your unique referral link
  • The customer completes registration and activates a paid subscription plan
  • The customer was not previously registered with Waterflai under a different account
  • The referral complies with all Program terms and promotional guidelines

Commission Calculation

Commissions are calculated as 30% of the subscription fee paid by your referred customer, excluding:

  • Taxes and government-imposed fees
  • Payment processing fees
  • Refunded amounts
  • Credits or promotional discounts applied by Waterflai

For example, if you refer a customer who subscribes to the Pro Plan at $499/month, you earn approximately $150 per month for their first 12 months, provided the subscription remains active and in good standing.

Commission Duration

Commissions are paid for the first 12 months of a referred customer's subscription, calculated from their initial paid subscription date. This includes:

  • All renewals within the 12-month period, whether monthly or annual
  • Plan upgrades (commission applies to the new plan rate)
  • Continues even if the customer downgrades (commission applies to the lower rate)

Commissions cease after 12 months or if the customer cancels their subscription, whichever occurs first.

Attribution & Tracking

When a prospective customer clicks your referral link, we place a tracking cookie valid for 60 days. If they register and subscribe within this period, you receive credit for the referral, even if they don't purchase immediately upon their first visit.

Attribution Rules

  • First-click attribution: The first Partner whose link a customer clicks receives credit for that referral
  • Self-referral prohibited: You cannot earn commissions on your own subscriptions or accounts you control
  • Corporate affiliations: Referrals from customers who are corporate affiliates or related entities may be reviewed and rejected at our discretion

Tracking Dashboard

Partners have access to a dashboard showing:

  • Number of clicks on referral links
  • Number of signups attributed to you
  • Active subscriptions and their status
  • Pending and paid commissions
  • Historical performance data

Payment Terms

Payout Schedule

Commissions are paid monthly via Stripe Connect. Payouts are processed within 15 business days following the end of each calendar month for all commissions earned and validated during that month.

Minimum Balance

A minimum balance of $50 USD (or equivalent in your payout currency) is required before a payout is processed. Balances below this threshold roll over to the following month until the minimum is reached.

Payment Methods

Payments are processed exclusively through Stripe Connect. You must:

  • Create and maintain a valid Stripe Connect account
  • Provide accurate banking and tax information
  • Keep your payment details current
  • Comply with Stripe's terms of service

We are not responsible for any fees imposed by Stripe or your financial institution.

Tax Responsibilities

You are solely responsible for all tax obligations arising from commissions earned through the Program. We may be required to collect tax identification information and issue tax forms as required by applicable law. Failure to provide required tax documentation may result in payment delays or withholding.

Promotional Guidelines

Permitted Activities

Partners may promote Waterflai through:

  • Personal websites, blogs, and social media channels
  • Email marketing to your own subscribers (no purchased lists)
  • Educational content, tutorials, and case studies
  • Paid advertising to your own content (e.g., a review article)
  • In-person presentations and workshops
  • Organic social media engagement

Prohibited Activities

Partners must not:

  • Brand bidding: Bid on "Waterflai" or variations of our brand name as keywords in paid search advertising (Google Ads, Bing Ads, etc.)
  • Trademark misuse: Use Waterflai trademarks in domain names, social media handles, or in any way that suggests official affiliation without written permission
  • Spam: Send unsolicited emails, engage in comment spam, or use any form of unsolicited messaging
  • Misleading claims: Make false, misleading, or exaggerated claims about Waterflai's capabilities, pricing, or features
  • Incentivized signups: Offer direct monetary incentives, rebates, or kickbacks to prospective customers from your commission
  • Coupon or deal sites: List Waterflai on unauthorized coupon, deal, or discount aggregation websites
  • Competitive comparison: Make disparaging or false statements about Waterflai's competitors

Brand Usage

You may use Waterflai's name, logo, and approved marketing materials solely for the purpose of promoting Waterflai through the Program. You must:

  • Use only official brand assets provided in your Partner dashboard
  • Follow our brand guidelines for proper logo usage and sizing
  • Not alter, modify, or create derivative works of our brand assets
  • Not imply endorsement, partnership status, or official affiliation beyond the Partner Program

All rights in Waterflai's trademarks and brand assets remain our exclusive property.

Compliance & Conduct

Partners must comply with all applicable laws and regulations, including but not limited to:

  • Data protection and privacy laws (GDPR, CCPA, etc.)
  • Anti-spam legislation (CAN-SPAM, CASL, etc.)
  • Consumer protection laws
  • Advertising standards and disclosure requirements
  • Tax and reporting obligations

Disclosure Requirements

When promoting Waterflai, you must clearly and conspicuously disclose your participation in the Partner Program and that you may earn commissions from referrals. This disclosure must be made:

  • Before or at the same time as your recommendation
  • In a manner that is easily noticed and understood by consumers
  • In compliance with FTC guidelines and applicable local regulations

Prohibited Content

You must not promote Waterflai in conjunction with or on platforms that feature:

  • Illegal content or activities
  • Adult content, gambling, or controlled substances
  • Hate speech, discrimination, or harassment
  • Malware, phishing, or other security threats
  • Misleading or deceptive practices

Relationship Between Parties

Independent Contractor Status

You are an independent contractor and not an employee, agent, or representative of Waterflai. You have no authority to bind Waterflai or make commitments on our behalf. You are responsible for your own business expenses, insurance, and tax obligations.

No Exclusive Relationship

Participation in the Program does not create an exclusive relationship. You may participate in other affiliate or referral programs, including those of our competitors, provided you comply with all applicable program terms.

No Guaranteed Earnings

We make no guarantees regarding potential earnings from the Program. Your success depends on factors including your promotional efforts, audience, and market conditions. Past performance of other Partners does not guarantee your results.

Referral Quality & Fraud Prevention

Quality Standards

Waterflai reserves the right to review the quality of referred customers. We may withhold or reverse commissions for referrals that:

  • Result from fraudulent or deceptive practices
  • Show patterns of immediate cancellation or chargebacks
  • Appear to be test accounts or non-genuine users
  • Violate these Partner Terms or our Terms of Service

Fraud Detection

We employ automated and manual fraud detection systems. Activities that may trigger review include:

  • Unusually high volumes of clicks with low conversion rates
  • Multiple referrals from the same IP address or payment method
  • Patterns consistent with click fraud or bot traffic
  • Self-referrals or referrals of related entities

Investigation & Suspension

If we suspect fraudulent activity or Program abuse, we may:

  • Suspend your Partner account pending investigation
  • Withhold pending commission payments
  • Request additional verification information
  • Terminate your participation in the Program

You will be notified of any such actions and given an opportunity to respond, except where doing so would compromise our investigation or violate applicable law.

Intellectual Property

Our Property

All intellectual property rights in Waterflai's platform, brand assets, marketing materials, and confidential information remain our exclusive property. Your participation in the Program grants you no ownership rights, only a limited, revocable license to use approved materials for Program promotion.

Your Content

You retain ownership of any original content you create to promote Waterflai. However, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and display your promotional content for our marketing purposes, including featuring it on our website, social media, or Partner showcase.

Confidential Information

You may receive confidential information about Waterflai, including product roadmaps, pricing strategies, or business plans. You agree to:

  • Keep all confidential information strictly confidential
  • Not disclose it to any third party without our written consent
  • Use it solely for the purpose of participating in the Program
  • Return or destroy confidential information upon termination

Modifications to the Program

Program Changes

We reserve the right to modify the Program at any time, including:

  • Commission rates and structure
  • Payout terms and minimums
  • Eligibility requirements
  • Promotional guidelines

Material changes will be communicated via email with at least 30 days' notice. Your continued participation after such changes constitutes acceptance of the modified terms.

Grandfathering

Changes to commission rates do not apply retroactively to existing qualifying referrals. Referrals made before a rate change continue to earn at the original rate for their 12-month commission period.

Term & Termination

Termination by Partner

You may terminate your participation in the Program at any time by notifying us in writing. Upon termination:

  • Your referral link will be deactivated
  • You will receive payment for all earned and validated commissions
  • Pending referrals in the attribution window may still be credited to you
  • You must cease all promotional activities and use of Waterflai brand assets

Termination by Waterflai

We may terminate your participation immediately and without notice if:

  • You breach these Partner Terms or our Terms of Service
  • You engage in fraudulent or abusive practices
  • Your promotional activities damage our brand or reputation
  • Required by law or regulatory authority
  • We decide to discontinue the Program

Effect of Termination

Upon termination by Waterflai for cause:

  • Your referral link will be immediately deactivated
  • Pending commissions may be forfeited at our discretion
  • You must immediately cease all use of Waterflai brand assets
  • You must remove or disable any Waterflai promotional content
  • Previously paid commissions are not subject to clawback unless obtained fraudulently

Liability & Indemnification

Disclaimer of Warranties

The Program is provided "as is" without warranties of any kind. We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

Our total liability to you for any claims arising from the Program shall not exceed the total commissions paid to you in the 12 months preceding the claim. We are not liable for:

  • Lost profits or indirect, incidental, or consequential damages
  • Errors or delays in commission tracking or payment processing
  • Actions or omissions of referred customers
  • Changes to the Program or commission structure
  • Technical issues affecting referral tracking

Indemnification

You agree to indemnify and hold Waterflai harmless from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from:

  • Your breach of these Partner Terms
  • Your promotional activities and content
  • Your violation of applicable laws or third-party rights
  • Disputes with referred customers you serviced
  • Your tax obligations related to commission income

General Provisions

Governing Law

These Partner Terms are governed by French law. Any disputes shall be subject to the exclusive jurisdiction of the Commercial Court of Paris, except where prohibited by applicable law.

Entire Agreement

These Partner Terms, together with our Terms of Service and Privacy Policy, constitute the entire agreement between you and Waterflai regarding the Program. These terms supersede any prior agreements, representations, or understandings.

Severability

If any provision of these Partner Terms is found unenforceable, the remaining provisions remain in full effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver

Our failure to enforce any provision of these Partner Terms does not constitute a waiver of that provision or any other provision. All waivers must be in writing to be effective.

Assignment

You may not assign or transfer your rights or obligations under these Partner Terms without our prior written consent. We may assign these Partner Terms in connection with a merger, acquisition, or sale of assets.

Notices

All notices must be sent to:

For Partners: Via email to the address associated with your Partner account

For Waterflai:
Email: partners@waterflai.ai
Address: Gravia SAS, [Physical Address], Paris, France

Notices are deemed received when sent via email if sent during business hours, or on the next business day if sent after hours.

Contact & Support

For questions about the Partner Program or these Partner Terms:

Partner Support: partners@waterflai.ai
General Inquiries: contact@waterflai.ai

Last updated: December 9, 2024