Partner Terms and Conditions

Welcome to VisiblePassage. By clicking “I Accept” or a similar button, you confirm your agreement with these Partner Terms and Conditions (“Partner Terms”). This agreement is between you and VisiblePassage (“Supplier”) and applies to you personally or, if acting on behalf of an organization, to that organization (“Partner”).

By proceeding, you acknowledge that you understand these Partner Terms, confirm that you have authority to accept them, and agree to be legally bound. If you do not agree, you must not proceed or access the products.

VisiblePassage and the Partner may each be referred to as a “Party” and collectively as the “Parties.”

1. Definitions

Advertiser means a third party that collaborates with the Partner to promote goods or services under an Offer.

Authorized User refers to individuals permitted by the Partner to access and use the Cloud Services.

Cloud Services means subscription-based solutions hosted and operated by the Supplier, including documentation and embedded third-party content.

Commission is the agreed payment from an Advertiser to a Partner upon a Conversion.

Conversion refers to a completed action or outcome defined in an Offer and tracked by the Cloud Services.

Corporate Affiliate means any entity under common ownership or control with a Party.

Documentation includes technical manuals, instructions, and online help materials provided by the Supplier.

IP Rights include all global intellectual property rights.

Marks include trademarks, logos, trade names, and branding materials.

Offer means an agreement between a Partner and an Advertiser for performance-based advertising.

Partner Data includes all data provided by the Partner or Authorized Users, excluding Supplier Materials.

Products include Cloud Services and Support Services.

Usage Data refers to anonymized analytical data generated from the Partner’s use of the Products.

2. Usage Rights and License

VisiblePassage grants the Partner a limited, non-exclusive, non-transferable license to access and use the Partner Interface during the Term.

Access is limited to Authorized Users within the Territory and solely for managing Advertiser relationships.

Partners are responsible for all activity conducted by Authorized Users and affiliated entities.

Partners may not reverse engineer, modify, sublicense, sell, lease, or misuse the Cloud Services, nor use them for competitive analysis or unlawful activities.

VisiblePassage may update or modify the Cloud Services to improve functionality, competitiveness, or compliance.

3. Support Services

VisiblePassage provides support services for the Cloud Services as determined by the Supplier.

4. Third-Party Relationships

Third-Party Content may interact with the Cloud Services but is not owned or controlled by VisiblePassage.

Embedded Third-Party Content integrated into the Cloud Services may be subject to additional terms.

Partners must maintain independent agreements with Advertisers and acknowledge that VisiblePassage is not liable for Advertiser relationships.

5. Intellectual Property

VisiblePassage retains all ownership and IP rights in its Products and Supplier Materials.

Partners retain ownership of their Partner Data.

Partners grant VisiblePassage a license to use Partner Data as necessary to provide and improve the Products.

Feedback provided by Partners may be used freely by VisiblePassage without obligation.

6. Confidentiality and Data Privacy

Both parties agree to protect Confidential Information using reasonable care.

Confidentiality obligations survive termination as specified in the Partner Terms.

Sensitive Personal Information may not be processed without prior written consent.

Upon termination, Confidential Information must be securely deleted or destroyed unless legally required.

7. Indemnification

The Partner agrees to indemnify and defend VisiblePassage against claims arising from misuse of the Products, Partner Data, or Advertiser relationships.

8. Warranties and Disclaimers

Products are provided “as is” without warranties except as expressly stated.

VisiblePassage does not guarantee uninterrupted or error-free operation.

9. Limitation of Liability

VisiblePassage’s total liability is limited to direct damages up to $1,000.

VisiblePassage is not liable for indirect, incidental, or consequential damages.

10. Term and Termination

These Partner Terms remain effective until terminated by either Party with notice.

VisiblePassage may suspend or terminate access for violations or legal risk.

11. Assignment

Rights may not be assigned without consent, except to Supplier affiliates.

12. Governing Law

Governing law and jurisdiction depend on the Partner’s geographic location as defined in the Partner Terms.

13. Dispute Resolution

Disputes will first be addressed through good-faith negotiations, followed by binding arbitration if unresolved.

14. General Terms

These Partner Terms constitute the entire agreement and may be updated with notice.

Neither Party is liable for delays caused by force majeure events.

Appendix A: Product-Specific Terms

Product-specific terms apply to VisiblePassage Pay and future versions of the Product.

VisiblePassage Pay enables commission tracking and payment facilitation via third-party platforms.

The Supplier may suspend or terminate payment services at its discretion, managing commissions accordingly.

Updated: 29th Jan 2026