Terms for the Hotjar Partner Program

These terms and conditions form a legal agreement (“Agreement”) between Hotjar Limited, Dragonara Business Centre, 5th Floor, Dragonara Road, Paceville St Julian’s STJ 3141, Malta (“Hotjar”, “we”, “us”) and you (the “Partner”, “you”), each a “Party” and collectively the “Parties”.

By joining the Hotjar Partner Program (the “Partner Program”) through the PartnerStack platform you agree to be bound by this Agreement. If you do not agree with this Agreement you cannot join the Partner Program.

This Agreement is separate and in addition to any agreement you may have with PartnerStack for the use of PartnerStack’s platform (the “Partnerstack Platform”). You acknowledge that Hotjar is not a party to any such agreement with PartnerStack, and that Hotjar is not responsible for the performance of PartnerStack and/or the PartnerStack Platform.

We reserve the right to update this Agreement from time to time and will inform you in advance if we make significant changes to this Agreement. If you continue to use the Partner Program after such changes, this will constitute your unreserved acceptance of the changes.

1. Definitions

“Customer” means a person or business who is not an Existing Hotjar Customer, who is neither an employee, employer, nor a consultant of the Partner, and who enters into a Service Contract via the Referral Link;

“Existing Hotjar Customer” means a domain (including all sub-domains) to which Hotjar has provided a paid plan of the Services in the previous twelve months;

“Net Income” means the payments received by Hotjar for the Services under a Service Contract, less any value added tax (VAT), goods and services tax (GST), and/or other applicable sales tax, and less any discounts or rebates granted by Hotjar; 

“Referral Fees” means the fees due to Partner under this Agreement for referrals that led to a Service Contract and calculated in accordance with section 6 (Referral Fees);

“Referral Link” means a unique URL link, provided to the Partner via the Partnerstack Platform, that allows Hotjar to recognise a prospective Customer as being referred to Hotjar by the Partner; 

“Service Contract” means a binding agreement concluded online between Hotjar and a Prospective Customer (as referred by Partner) in respect of Services supplied by Hotjar and where such contract is evidenced by the use of the Partner’s Referral Link; 

“Services” means the SaaS services that Hotjar offers as described at www.hotjar.com.

2. Eligibility 

2.1 You must be at least 18 years old to join the Partner Program. Consumers are not eligible to join the Partner Program. 

2.2 Joining the Partner Program: You must submit an application to join the Partner Program through the PartnerStack Platform. Hotjar will then approve or deny your application at its sole discretion. 

3. Referrals 

3.1 Once you have been granted access to the Partner Program by Hotjar, you will be provided with a Referral Link through the PartnerStack Platform that you may provide to prospective Customers*.

3.2 A referral will automatically be created when someone signs up to Hotjar through your Referral Link. We do not allow manual referral submissions or deals.

3.3 Your referrals will not appear in your Partnerstack account immediately, as data is sent to PartnerStack only once per day. 

3.4 You may not use the Partner Program to earn Referral Fees for your own accounts/use of the Services.

*If you want to make a referral for a multiannual Service Contract, you will need to contact Hotjar directly at partners@hotjar.com and the referral will not appear in your Partnerstack account but you will receive Referral Fees - see section 7 (Payment) below.

4. Challenges

4.1 From time to time, and at Hotjar’s sole discretion, Hotjar may introduce certain challenges or other bonus programs that will entitle Partners in general or a specific selection of partners as selected by Hotjar, to strive to win specific monetary or non-monetary rewards. Depending on the challenges, such rewards will be awarded by Partnerstack in your Partnerstack account or by Hotjar directly.

4.2 Hotjar, acting reasonably, reserves the right to exclude or reject you from such challenges, bonus programs and/or rewards, and to introduce, amend, or cancel challenges, bonus programs and/or rewards at any time.

5. Guidelines and Restrictions

5.1 You must promote the Services using only the marketing materials made available to you by Hotjar through the PartnerStack Platform (“Materials”). You must not duplicate, crop, add to, alter, or modify the Material except that you may add your name, logo, or make other similar non-material changes to the Materials. If you wish to create new marketing material using the Hotjar Marks, you must comply with Hotjar’s Design Language Guidelines available here and submit such material to Hotjar for written approval before use. Hotjar may, in its sole discretion approve the material or request that such materials be changed prior to any use.

5.2 You must not:

1. make or give any promises, representations, warranties, or guarantees concerning the Services other than those expressly set out in the Materials. Hotjar will not be responsible for any representations you make that contradict our rules, policies, or operating procedures;

2. bid on or purchase keywords or search terms that contain the term “Hotjar”, or any variations or misspellings of it;

3. use Hotjar’s name or trademarks or any variations or misspellings of them, in your domain name or social media profiles names;

4. use any aggressive or unethical form of promotion such as, without limitation, sending unsolicited email (spam), posting your Referral Link in online forums or message boards, or providing cashback or other incentives unless you have sought our prior approval for such incentives; or 

5. do anything illegal or that is detrimental to Hotjar's goodwill or reputation.

6. Referral Fees

6.1 During the Term of this Agreement, and provided the Customer continues to pay Hotjar for the Services, the Partner will be entitled to receive Referral Fees as stated below: 

• 15% of Net Income generated by a monthly Service Contract; or 

• 20% of Net Income generated by an annual Service Contract; or 

• 25% of Net Income generated by a multiannual Service Contract.

6.2 For the avoidance of doubt, an Existing Customer cannot be a Customer under this Agreement and therefore Hotjar will not pay any Referral Fees in connection with Services supplied to an Existing Customer, even if that Existing Customer used the Partner Link.

6.3 Payments from Customers that are refunded or for which a chargeback has been submitted do not qualify for Referral Fees. Hotjar reserves the right to amend the above Referral Fee structure at any time at its sole discretion.

7. Payment

7.1 Referral Fees for monthly and annual Service Contracts will be paid by Hotjar to PartnerStack and PartnerStack will process and distribute the Referral Fees, after deduction of Partnerstack’s fees, through the Partnerstack payment portal*, in accordance with PartnerStack’s terms of use.

7.2 Partnerstack only processes payments for Referral Fees once per month and there will be an automatic thirty (30) days’ delay for first-time payments of new Customers for fraud prevention reasons.

7.3 We may delay the credit of Referral Fees to you, and therefore delay the payment by Partnerstack, due to risk analysis considerations and Anti-Money Laundering procedures. If we suspect or detect fraud, we will suspend your participation in the Partner Program while we investigate further.

7.4 Where you have already received payment in relation to fraudulent activities, Hotjar reserves the right to: a) apply a credit on your future Referral Fees or to demand a reimbursement from you; and b) disqualify Referral Fees earned through fraudulent or illegal methods, or in breach of section 5 (Guidelines and restrictions).

7.5 All disputes regarding Referral Fees must be submitted in accordance with PartnerStack’s Terms of Use.

*except for Referral Fees for multiannual Service Contracts, which will, until further notice, be paid directly by Hotjar.

8. Pricing & Availability of the Services

Hotjar will determine the prices to be charged for the Services. Services prices and availability may vary from time to time at Hotjar’s sole discretion. 

9. Intellectual Property and Licence

9.1 Subject to the rest of this section 9, Hotjar grants to You, during the Term, a limited, non-exclusive, non-transferable, non-sub-licensable, royalty-free, world-wide licence to use, reproduce and display the Hotjar logo or other Hotjar branding (“Hotjar Marks”) solely for the purpose of promoting the Services to prospective Customers solely in accordance with this Agreement, with Hotjar’s instructions and the Hotjar’s Design Language Guidelines available here ("Licence"). All goodwill in the Hotjar Marks arising from their use under any Licence will be owned by Hotjar. Hotjar reserves all its rights, title and interest in all Rights in the Hotjar Marks. If this Agreement terminates for any reason, your right to use the Hotjar Marks under the Licence will end immediately.

9.2 You agree that Hotjar may use your name and trademark for the sole purpose of identifying you as a participant in the Partner Program and in sales presentations, promotional/marketing materials, and press releases about the Partner Program. Hotjar will cease this use upon termination of this Agreement.

9.3 Partner acknowledges Hotjar's proprietary rights in the Hotjar’s Marks and undertakes not to do any act either alone or jointly with others that may jeopardise, limit, interfere or in any way infringe the Hotjar Marks, in particular, Partner will not use the Hotjar Marks in any form of SEM or SEO activity, including without limitation, targeting or placing advertisements on keywords or phrases containing the Hotjar Marks and name, or variations or misspellings of the same. For the avoidance of doubt, you may not bid on Pay per Click or Pay per Impression campaigns on any keywords or phrases containing the Hotjar Marks or name, registered URLs, or on any variations, abbreviations, or misspellings of the same. 

10. Term and Termination of the Agreement 

10.1 The term of this Agreement begins upon Hotjar’s acceptance of your Partner Program application and continues until and unless terminated by either Party giving the other Party notice of termination by email. If you remove the Partner Program from your PartnerStack dashboard, this will terminate this Agreement. Hotjar reserves the right to close the Partner Program at any time. Upon Partner Program closure this Agreement will terminate, you will be able to withdraw via Partnerstack any legitimate outstanding Referral Fees.

10.2 Hotjar, acting reasonably, has the right to suspend or terminate your participation in the Partner Program without notice and to refuse any and all current or future use of the Partner Program at any time. Such suspension or termination will result in the deactivation of the Partner Program from your Partnerstack account, and the forfeiture and relinquishment of all potential or accrued Referral Fees if they had been earned through fraudulent or illegal methods or through a breach of section 5 (Guidelines and restrictions).

10.3 Upon termination of this Agreement, and therefore the Licence, Partner will immediately cease use of, and remove from your site, all Materials provided under the Partner Program, and will, at Hotjar’s choice, return or destroy any Materials and other materials that mention Hotjar or any of the Services or which includes the Hotjar Marks. 

11. Confidentiality

11.1 Neither party will disclose to any person any information, whether in written or any other form, disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") and which is identified as confidential or is clearly by its nature confidential ("Confidential Information") except insofar as the Confidential Information: (a) is required by a person employed or engaged by the Receiving Party in connection with the proper performance of this Agreement (but only to the extent that any person to whom the information is disclosed needs to know the same for the performance of their duties and provided the Receiving Party procures that all such persons are aware of the obligation of confidentiality and undertake in writing to comply with it); or (b) is required to be disclosed by law (provided that, where permitted by law, the party disclosing the information will notify the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure will be made and takes all reasonable action to avoid and limit such disclosure).  

11.2 Neither Party will use the other Party's confidential information for any purpose other than to perform its obligations under this Agreement. All documents and other records (in whatever form) containing confidential information supplied to or acquired by Partner from Hotjar will be returned promptly to Hotjar on termination of this Agreement, and no copies will be kept.

12. Data Protection

Each Party, to the extent it collects or process personal data in connection with the Partner Program, will comply with all data protection legislation applicable to such collection or processing of personal data.

13. Limitations of Liability

13.1 In no event will Hotjar or any of its representatives be liable for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs, or other information, or any other measurable loss) arising directly or indirectly from or in connection with this Agreement and/or the Partner Program whether arising out of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Hotjar or its suppliers have been expressly advised of the possibility of such damages. 

13.2 Nothing in this section will exclude or limit Hotjar's liability for: a) death or personal injury caused by negligence; b) fraud; c) misrepresentation as to a fundamental matter; or d) any liability which cannot be excluded or limited under applicable law.

13.3 Hotjar’s maximum aggregate liability under or in connection with this Agreement and/or the Partner Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), will be limited to a sum equal to the Referral Fees you have received in the twelve (12) month period immediately prior to the event giving rise to such Claim.

14. Relationship

No joint venture, partnership, employment, or agency relationship exist between the Partner and Hotjar. In particular, Partner is trading as an independent contractor without the authority to bind or commit Hotjar, with respect to the provision of any Services and is not in any way an agent or representative of Hotjar and nothing in this Agreement creates or is intended to create a relationship where Partner is an agent of Hotjar. The Partner will have no authority to make or accept any offers or representations on Hotjar’s behalf and will not do any act which might reasonably create the impression that Partner is so authorised. Partner will not make any statement, whether on its website or otherwise, that reasonably would contradict anything in this Agreement.

15. Force majeure

If we are prevented from performing any or all of its obligations of this Agreement by any act, event, omission, or condition beyond our control, including within limitation, strikes, riots, terrorist attack, war, fire, explosion, epidemics, natural disasters, or acts, legislation, decrees and regulations of any government, or the downtime or unavailability of the internal or communication networks (a "Force Majeure Event"), we will give you written notice within three (3) business days of the occurrence of the Force Majeure Event and we will be excused from such performance during, but not longer than, the continuance of such Force Majeure Event.  We will take reasonable steps to find ways to perform our obligations despite the Force Majeure Event. Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.

16. Notice

We may give notice to you either at the email address you provided to us when registering for the Partner Program, or by sending you a message on Partnerstack. Notice will be deemed received and properly served immediately after an email or message is sent. You may give notice to us at partners@hotjar.com 

17. Severability

If any of provision or part-provision of this Agreement is found by any court having competent jurisdiction to be invalid, unlawful, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section 17 will not affect the validity and enforceability of the rest of this Agreement.

18. No waiver

Either Party’s failure to enforce, at any time, any of the provisions of this Agreement or the failure to require, at any time, the performance of either Party of any of the provisions of this Agreement will in no way waive either Party’s obligation to comply with any of the provisions of this Agreement or either Party’s ability to enforce such provision. 

19. Entire agreement

19.1 This Agreement and any document expressly referred to in it (if any) represents the entire agreement between the Parties concerning the Partner Program and supersedes all and any prior agreement, understanding or arrangement, written or oral between the Parties. The Partner confirms that, in agreeing to be bound by this Agreement, it has not relied on any of Hotjar’s statement, representation, warranty, understanding, undertaking, promise, or assurance (whether negligently or innocently made) except as stated in this Agreement, and agrees that it will have no remedy in respect of any misrepresentation which has not become a provision of this Agreement. This section will not apply in respect of any fraudulent or negligent misrepresentation.

19.2 The Partner acknowledges that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Agreement except as expressly stated herein.

20. Governing law and arbitration

This Agreement and the Partner’s use of the Partner Program are governed by and construed in accordance with the laws of Malta. The Parties agree that any dispute or claim arising out of or in connection with this Agreement or the Partner Program will be subject to the exclusive jurisdiction of the Malta Arbitration Centre in accordance with the Arbitration Act (Cap. 387 of the Laws of Malta) and the arbitration rules of the Malta Arbitration Centre in force at the time of the dispute except that Hotjar may bring any claim, action or dispute against the Partner in order to fight fraud, or protect any intellectual property rights or any obligation of confidence in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.