Mailchimp & Co Terms

Last Updated: August 1, 2023

Please read these Terms (“Terms”) carefully. By joining or participating in Mailchimp & Co (the “Program”), accessing the Mailchimp & Co dashboard (the “Center”), or otherwise accepting these terms within the Mailchimp platform, you are agreeing to these Terms, which will result in a legal agreement between you (“you” or “your”) and The Rocket Science Group LLC d/b/a Mailchimp (“Mailchimp”) (collectively, the “Parties,” and individually, a “Party”). These Terms govern your participation in the Program. If you accept these Terms on behalf of a company or other entity, you represent and warrant that you have the authority to accept and enter into these Terms on its behalf.

1. Relationship Between the Parties. The Parties agree that, notwithstanding the existence of the Program and your membership in the Program, there is not and will not be any partnership, joint venture, employer-employee, master-servant or franchisor-franchisee relationship, in a legal sense, between the Parties. Each Party agrees to indemnify and hold the other harmless from any and all claims and losses, including reasonable attorneys’ fees, that may be incurred resulting from such Party asserting or indicating that there is such a relationship between the Parties.

2. Program Participation. Your participation in the Program is subject to your agreement to these Terms, including, without limitation, the following:

• The Program consists of certain tiers of membership (each, a “Tier”). Each Tier has distinct qualifiers and benefits, which Mailchimp may update from time to time. Your current Tier, and information about the benefits associated with that Tier, will be made available to you. You must at all times meet the minimum requirements for participation in your applicable Tier, and you will not at any time misrepresent your Tier or associated qualifications. If you fail at any time to meet the minimum requirements for participation in your current Tier, your applicable Tier may be altered accordingly or your membership in the Program may be terminated (as applicable).

• Some Program features, benefits or activities are subject to certain additional terms, below (“Additional Terms”), which you must periodically review to ensure your compliance with any applicable Additional Terms. The Additional Terms are incorporated into these Terms by reference, and in the event of a conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will govern.

• Mailchimp may elect from time to time to provide you access to certain resources associated with the Program depending on your Tier, which may include a partner badge, certification badges and access to Mailchimp Academy (collectively, “Program Resources”); in the event that Mailchimp elects to make any Program Resources available to you, you acknowledge and agree that (i) you will comply with any terms and conditions, codes of conduct and the like which are associated with the use of any such Program Resources, and (ii) Mailchimp may withdraw, restrict or remove your access to such Program Resources at any time in Mailchimp’s discretion.

• Mailchimp may provide a dedicated Slack workspace for Program members in certain Tiers (the “Slack Workspace”). If your Program Resources include access to the Slack Workspace, you acknowledge and agree that: (a) Slack Workspace access can be revoked and/or individual posts can be deleted or removed at any time without prior notice at Mailchimp’s sole discretion; (b)Slack Workspace participants must provide their name and company; (c) Slack Workspace participants cannot speak on behalf of Mailchimp or misrepresent their relationship with Mailchimp; (d) Slack Workspace participants will treat other participants with courtesy and respect, and will not communicate with anyone or leverage Slack Workspace features in a discriminatory or harassing manner; (e) posting ads or using the Slack Workspace to sell or promote services or products is not allowed; (f) sharing personal information about anyone other than yourself is absolutely prohibited; (g) Mailchimp employees may be participants in the Slack Workspace, but Mailchimp is not required to participate in or monitor the Slack Workspace in any manner; and (h) Mailchimp will not intervene in or resolve any disputes between Slack Workspace participants.

• You will not make any false or misleading statements about Mailchimp, the Program, or Mailchimp’s Service (as defined in Mailchimp’s Standard Terms of Use; however, you will not be liable for any statements Mailchimp provides to you in the Program Resources.

• You will comply with the Mailchimp & Co Code of Conduct.

• As consideration for Mailchimp providing you access to the proprietary features of the Program, the Center and the Program Resources, you will not use the Program, the Center or any Program Resources (i) to sell or promote services or products of any kind to other members of the Program or (ii) to sell or promote services or products which are similar to or compete with any of Mailchimp’s services or products to Mailchimp users.

• Mailchimp may from time to time evaluate your compliance with any Program requirements or qualifications, and you will reasonably cooperate with Mailchimp in connection with the same.

• You are not eligible for membership in the Program if you are an employee of Mailchimp or any of its affiliates.

• You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether participation in the Program is suitable for you in light of such laws, rules, and regulations.

3. Term and Termination. This agreement continues until terminated by one of the Parties, in which case such termination of these Terms will be effective immediately; in your case, you may terminate this agreement and your participation in the Program at any time by opting out of the Program in your account. Upon termination, your access to the Program, the Center and any Program Resources may be immediately revoked. For the avoidance of doubt, any termination of these Terms will result in the immediate and automatic termination of any then-applicable Additional Terms.

4. Confidentiality and Data.

• Each Party needs to assure protection of its Confidential Information. The term “Confidential Information” will be information that has value and is held and treated as confidential by the disclosing Party, whether disclosed in oral, written, electronic or other format, and that is marked and/or otherwise identified in advance as confidential by the disclosing Party, or would be understood by a reasonable person as confidential.

• Mailchimp’s Confidential Information includes, but is not limited to the following: Financial information relating to Mailchimp’s operations, including, but not limited to, charging methodologies, billings, revenues and expenses;

  • Mailchimp’s source code;
  • Concepts contained in Mailchimp’s source code and hardware;
  • Designs, flowcharts, and algorithms for and relating to Mailchimp’s software and hardware and planned software and hardware;
  • Mailchimp’s competitive intelligence;
  • Mailchimp’s marketing information, plans and strategies;
  • Mailchimp’s business plans and strategies;
  • Information about Mailchimp’s products and product functionality, including information obtained via alpha and beta releases, webinars, and the like; and
  • Any non-public information.

• Confidential Information does not include any information that:

  • Is or becomes publicly known through no wrongful act of the receiving Party;
  • The receiving Party can demonstrate by written evidence was rightfully in such Party’s possession prior to the disclosing Party’s disclosure; or
  • Was or is received from a third party without any restriction regarding confidentiality.

• Each Party agrees not to use or disclose any of the other Party’s Confidential Information, except for the other Party’s benefit and for the purpose of furthering the other Party’s business. Each Party further agrees that it will exercise best efforts to prevent the disclosure of such Confidential Information except for permitted purposes and then only to such Party’s employees or representatives who have signed an agreement agreeing to be bound by the confidentiality provisions of these Terms or another enforceable agreement with the same, or substantially the same, terms.

• All Confidential Information will remain the exclusive property of the disclosing Party. Each Party acknowledges that breaching or threatening to breach the confidentiality obligations under these Terms will cause irreparable harm to the disclosing Party. Therefore, in addition to any other rights or remedies available to the disclosing Party, the disclosing Party will also have the right to seek an injunction against the receiving Party without posting any security or proving actual damages. The receiving Party also agrees to be liable for any breaches of these Terms by any party to whom the receiving Party discloses Confidential Information.

• Each Party agrees that all Confidential Information that constitutes a trade secret under applicable law will remain protected under these Terms for so long as such information constitutes a trade secret under applicable law. All other Confidential Information will remain protected under these Terms until the earlier of (i) when the information is no longer confidential or (ii) five (5) years from the date the information is first received.

• ANY INFORMATION PROVIDED UNDER THESE TERMS IS PROVIDED “AS IS.” The disclosing Party will have no liability to the receiving Party or any other party relating to the receiving Party’s use of Confidential Information or from any errors or omissions in the Confidential Information, or any business decisions made by the receiving Party in reliance on any Confidential Information.

• Notwithstanding the foregoing, in the event that either Party receives a subpoena or other validly issued administrative or judicial process requesting any of the disclosing Party’s Confidential Information, such Party will promptly notify the disclosing Party and tender to the disclosing Party the defense of such demand. Unless the demand will be timely limited, quashed or extended, the receiving Party will thereafter be entitled to comply with that demand to the extent required by law. If the disclosing Party so requests, the receiving Party will cooperate, at the disclosing Party’s expense, in the defense of such demand.

• Upon either Party’s written request, any information, materials, or documents of the disclosing Party made available to the receiving Party pursuant to these Terms will be promptly returned or destroyed by the receiving Party as per request of the disclosing Party, including all copies of such information, materials, or documentation.

• If the receiving Party discovers that any Confidential Information was used or shared in violation of these Terms, the receiving Party will immediately notify the disclosing Party, take all commercially reasonable actions to minimize the impact of the use or sharing, and take all necessary steps to prevent further breach of these Terms.

• You acknowledge that in connection with the processing of any personal data undertaken in relation to these Terms, the Program or a Mailchimp user or customer (“User”): (i) Non-European Data Protection Legislation may apply; and/or (ii) European Data Protection Legislation may apply.

  • You will comply with all applicable laws, including Non-European Data Protection Legislation and European Data Protection Legislation.
  • If Non-European Data Protection Legislation applies to your processing of any personal data in relation to these Terms or the Program (e.g., User names and contact details) on your own behalf, you acknowledge that it will be subject to any obligations imposed on it under Non-European Data Protection Legislation with respect to such processing.
  • If European Data Protection Legislation applies to your processing of any personal data in relation to these Terms or the Program (e.g., User names and contact details) as a controller, you acknowledge that it will be subject to the obligations imposed on a controller under European Data Protection Legislation with respect to such processing, including the obligation to provide appropriate privacy notices to data subjects with respect to any processing of their personal data.
  • If Non-European Data Protection Legislation or European Data Protection Legislation applies to your processing of any personal data on behalf of any User (including where that User is a controller under European Data Protection Legislation), you acknowledge that it will be subject to the obligations imposed on it with respect to such processing under Non-European Data Protection Legislation or European Data Protection Legislation or both, as applicable.
  • Nothing in these Terms will make either party the processor (within the meaning of European Data Protection Legislation) of the other party.
  • “European Data Protection Legislation” means all data protection laws and regulations applicable to Europe, including (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii); and (iv) in respect of the United Kingdom (“UK”) any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the UK leaving the European Union. “Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom. The terms “processing”, “personal data”, “processor” and “controller” as used in these Terms have the meanings given in European Data Protection Legislation.
  • “Non-European Data Protection Legislation” means any applicable data protection and privacy legislation, guidelines and industry standards, other than European Data Protection Legislation.

5. Use of Marks.

• You hereby grant Mailchimp a royalty free, non-exclusive, worldwide license to use your name and marks, including but not limited to all trademarks, on Mailchimp’s websites and all marketing materials for the purpose of discussing or promoting the Program (including, without limitation, your membership in the Program), including any portions of the Program more particularly described in any Additional Terms, during the term.
• If you are a Partner or Pro Partner only, Mailchimp grants you a revocable, royalty free, non-exclusive, worldwide license to use Mailchimp’s name and marks exclusively to indicate that you are a Mailchimp Partner and to provide Mailchimp’s Service to your clients, in each case during the term and only in accordance with any instructions provided by Mailchimp, and Mailchimp’s brand guidelines, which are publicly posted here. In addition, if you receive a certification badge from Mailchimp in connection with the Mailchimp Academy, Mailchimp grants you a revocable, royalty free, non-exclusive, worldwide license to use such badge to indicate such certification during the term and only in accordance with any instructions provided by Mailchimp. You may not use Mailchimp’s name, marks, and designs in any way not expressly permitted by this paragraph, and in no event are you permitted to modify or alter Mailchimp’s name, marks and designs, without Mailchimp’s express prior written approval in Mailchimp’s sole discretion.

6. Proprietary Rights.

• You agree that as between you and Mailchimp, Mailchimp owns all right, title and interest in and to the intellectual property rights related to or arising out of the Mailchimp API(s) (defined below), Mailchimp’s Service and Mailchimp’s websites and apps, including, without limitation, all copyrights, trademarks, trade secrets and any other proprietary rights inherent in the foregoing. In the event that you access and use one or more of Mailchimp’s open application program interfaces (“Mailchimp API(s)”) which Mailchimp may choose to make available from time to time, you acknowledge and agree that such use and access, and any of your permitted development on or related to the Mailchimp API(s), (i) is subject to Mailchimp’s API Use Policy, and (ii) will not prohibit or restrict Mailchimp’s use, alteration and/or development of the Mailchimp API(s), Mailchimp’s Service, Mailchimp’s websites and apps or any related features and products in any manner whatsoever.
• Except as explicitly stated in Section 5 or in any Additional Terms, nothing in these Terms or in any Additional Terms will be construed to grant either Party an ownership right in or license to intellectual property, Confidential Information, or services of the other Party.

7. Notices. All notices will be in writing, will be emailed and will be deemed given, received and effective when delivered by email transmission, except as otherwise provided in these Terms. The following e-mail addresses will be used for each Party for these purposes: (a) for Mailchimp, legal@mailchimp.com; and (b) for you, the email address of the owner of your Mailchimp account.

8. Severability. The unenforceability or invalidity of any term, provision, section or subsection of these Terms will not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of these Terms, but such remaining terms, provisions, sections or subsections will be interpreted in such a manner as to fully carry out the intention of the Parties.

9. Amendment; Modifications. Mailchimp reserves the right to change these Terms at any time by posting revised Terms and changes will be effective upon posting. Your continued participation in the Program constitutes your agreement to, and acceptance of, any updated Terms. If you do not agree to any changes to these Terms, you must terminate these Terms and discontinue your participation in the Program. You must periodically review these Terms(including any applicable Additional Terms) to ensure compliance with any updates. Mailchimp may also modify, suspend or discontinue the Program at any time, and Mailchimp may limit, suspend, or terminate your access to the Program at any time, with or without cause.

10. Assignment. These Terms will be binding upon and inure to the benefit of each Party. You will not, directly or indirectly, through any sale, assignment, merger or other transaction, sublicense, assign, or otherwise transfer these Terms, any Additional Terms, or any of your rights or obligations under these Terms or any Additional Terms to anyone else. Mailchimp may assign or transfer these Terms, any Additional Terms, or any of Mailchimp’s rights or obligations under these Terms or any Additional Terms to any other individual or entity at Mailchimp’s sole discretion.

11. Waiver. The waiver by Mailchimp of a breach of any term, provision, section or subsection of these Terms will not be construed as a waiver of any subsequent breach of the same, or of a different term, provision, section or subsection.

12. Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Georgia. Further, the Parties consent to exclusive jurisdiction and venue of the United States District Court for the Northern District of Georgia or the state or superior Courts of Fulton County, Georgia.

13. Entire Agreement. These Terms, together with any Additional Terms, embody the entire agreement of the Parties and supersede all prior understandings and agreements between the Parties related to the Program or any partnership between Mailchimp and you. These Terms do not replace Mailchimp’s Standard Terms of Use and Global Privacy Statement, and the Standard Terms of Use and Global Privacy Statement continue to apply to your use, as a Member (as defined in Mailchimp’s Standard Terms of Use), of Mailchimp’s Service, as well as your participation in the Program.

14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAILCHIMP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING MAILCHIMP’S SERVICE OR THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Mailchimp is not responsible for unintelligible, lost, late, damaged, incomplete submissions for interrupted or unavailable satellite, network, server, ISP, website, or other connections availability, accessibility or traffic congestion, miscommunications, failed computer, network, telephone, satellite or cable hardware or software or lines, or technical failure, or jumbled, scrambled, delayed or misdirected transmissions, computer hardware or software malfunctions, failures or difficulties, or other errors of any kind whether human, mechanical, electronic or network. Except for damages resulting from the breach of any representations or warranties or confidentiality obligations, fraud or fraudulent misrepresentation, infringement of another party’s intellectual property rights, or any indemnities contained in these Terms(including any Additional Terms), neither Party will be liable for special, incidental, consequential, indirect, punitive, or other similar damages, even if a Party or any of its employees or representatives has been advised of the possibility of such damages. Mailchimp’s liability to you will be limited to any fees paid to you by Mailchimp during the twelve (12) month period immediately preceding the event giving rise to the claim for damages. In no event will Mailchimp have any liability to you or any third party with respect to your own products or services.

15. Indemnification. You hereby agree to indemnify and hold Mailchimp and Mailchimp’s members, managers, officers, successors, assigns, employees, partners, agents, licensees and sub-licensees (collectively, the “Mailchimp Parties”) harmless from any losses or damages, including, but not limited to, reasonable attorneys’ fees, arising from any claim caused by,regarding or related to a breach by you of these Terms (including any Additional Terms).

16. Feedback. You may from time to time provide Mailchimp, or Mailchimp may solicit from you, suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to Mailchimp’s Service or the Program. Mailchimp will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Mailchimp will have the full unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with Mailchimp’s Service or the Program.

17. Competitive Ideas. Mailchimp is not limited, prohibited or precluded from developing, performing, providing or marketing concepts, systems, techniques, products or services that are similar to or compete with any concepts, systems, techniques, products or services (a) described or contained in the information you submit or make available to Mailchimp in connection with the Program (subject to Section 4 above) or (b) otherwise developed, performed, provided or marketed by you.

18. Licenses and Approvals. You will obtain and maintain all licenses, permits and approvals required to enter into these Terms and perform your obligations hereunder. You represent and warrant that entering into and performing your obligations under these Terms does not breach any agreement to which you are a party or violate the rights of any third party.

19. No Exclusivity. You have no authority to enter into any agreements, obligations or commitments on Mailchimp’s behalf, or to negotiate the terms of any customer agreements with Mailchimp. These Terms will not be construed to be a commitment by either Party to work exclusively with the other Party regarding referrals of potential new business or any other business activities of any kind.

20. Economic Sanctions. You are not (nor are any of your subsidiaries, affiliates, directors, or officers) the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department, the United Nations Security Council, the European Union, or other relevant sanctions authority; in addition, you are not, and you will not use the Program or any Program Resources to provide services to persons, based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country. For so long as these Terms are in effect, you will promptly notify Mailchimp if any of these circumstances change.

21. Survival. Any provisions of these Terms or any Additional Terms which by their nature are intended to survive will survive termination or expiration of these Terms including, without limitation, Sections 4, 6, and 11-19 of these Terms.

Rewards Program Terms

Last Updated: August 1, 2023

Please read these additional terms regarding financial rewards (these “Rewards Program Terms”) carefully. These Rewards Program Terms are subject to and governed by the Mailchimp & Co Terms (the “Terms”) between you (“you” or “your”) and The Rocket Science Group LLC d/b/a Mailchimp (“Mailchimp”). Qualification for and participation in the Rewards Program (defined below) is subject to these Rewards Program Terms. These Rewards Program Terms do not replace Mailchimp’s Standard Terms of Use and Global Privacy Statement, which also continue to apply to your use of Mailchimp, including the Rewards Program. Capitalized terms used and not defined herein have the meanings given such terms in the Terms.

Mailchimp, in its sole and absolute discretion, reserves the right to terminate, modify, add, end, suspend, or delete any of these Rewards Program Terms, the Rewards Program, benefits, offers, or commissions, in whole or in part, at any time, with or without notice. Any changes or modifications will be effective immediately upon posting.

1. Introduction. These Rewards Program Terms apply to your access to and participation in the Mailchimp & Co Rewards Program (the “Rewards Program”). The Rewards Program provides you with the opportunity to receive cash deposits (referred to herein as “commissions”) for referring and enrolling Qualified Clients (as defined and described below) in a paid marketing plan and/or managing existing Qualified Clients already enrolled in or upgraded to a paid marketing plan.

2. Rewards Program Timing. Mailchimp may elect to end the Rewards Program within its sole discretion at any time, for any reason.

3. Description. Participants are eligible to earn commissions by referring or connecting to Qualified Clients, and thus are called “Program Participants.” Program Participants may earn commissions via cash deposits at the amount(s) and/or rate(s) and for the durations stated in the Center as part of the Rewards Program, as updated from time to time.

4. Eligibility. To participate, Program Participants must meet and maintain the following “Eligibility Requirements”:

   • Have an active Mailchimp account;
   • Be a member of Mailchimp & Co, which requires: meeting the minimum requirements for at least one Tier (described in the Terms) and agreeing to the Terms (a.k.a. Mailchimp & Co Terms), which include these Rewards Program Terms;
   • Meet the minimum requirements for any Tier (described below) whose benefits include receiving commissions (currently, Member, Partner and Pro Partner Tiers);
   • Link and maintain a Valid Payment Account (defined and described below); and
   • Have good standing with Mailchimp as determined by Mailchimp in its sole discretion, meaning, at a minimum, staying current on all Mailchimp payments and complying with the Terms, these Rewards Program Terms, Mailchimp’s Standard Terms of Use, our Global Privacy Statement, and any other additional terms that apply.

5. New Customer Referral Commission. Program Participants may earn New Customer Referral Commissions for each net new Qualified Client they refer to Mailchimp through this Rewards Program (a “Referred Client”) over the course of an earnings timeframe that is based on that Program Participant’s applicable membership tier (the “Earnings Timeframe,” as set forth in more detail in the Center). To earn New Customer Referral Commissions, you must: follow the applicable requirements below; be the first referrer to earn New Customer Referral Commissions for that Qualified Client (there can be at most one referrer per Qualified Client); and be connected to that Qualified Client’s account in your Mailchimp & Co account within thirty (30) days of the time that Qualified Client first enrolls in a paid marketing plan with Mailchimp. If you (the referrer) do not connect with the Qualified Client within Mailchimp & Co within that 30-day window, then the New Customer Referral Commissions will expire and you will not be able to earn New Customer Referral Commissions for that Qualified Client.

Note: If a net new Qualified Client upgrades from a free to a paid account within thirty (30) days of signing up for a marketing plan, then that will be considered a New Customer Referral Commission.

Requirements for New Customer Referral Commissions: To earn New Customer Referral Commissions, Program Participants must meet the following requirements:

• First, follow the redirect in the Center to (a) create a new or login to an existing Valid Payment Account with the Payment Provider (Payoneer), and (b) link that Valid Payment Account to your Mailchimp account;
• Second, earn the New Customer Referral Commissions for each new paid client who buys a Mailchimp paid marketing plan within thirty (30) days of connecting to your account. Referred Clients must buy a Mailchimp paid plan for the first time and cannot be a past or current Mailchimp customer; once the Referred Client opens their Mailchimp account, you must ensure that the Referred Client’s Mailchimp account is connected and remains connected to your Mailchimp account during the Earnings Timeframe;
• Third, we’ll direct the Payment Provider to deposit your earned commissions approximately once per quarter during the applicable Earnings Timeframe in your Valid Payment Account; and
• Fourth, you must maintain all Rewards Program requirements through the final payment date for the New Customer Referral Commissions.

6. Managed Client Revenue.

a. Existing Qualified Clients: Program Participants are eligible to earn Managed Client Revenue for connecting with existing Qualified Clients already enrolled in a paid marketing plan with Mailchimp over an Earnings Timeframe based on the Program Participant’s applicable membership tier. Managed Client Revenue will be calculated and attributed on a monthly basis. Regardless of the date during the month an existing Qualified Client connects to a Program Participant’s account, that month will be classed as Month 1. The Earnings Timeframe for an existing Qualified Client will begin on the date of first connection to a Program Participant’s account. If a Qualified Client is connected to multiple Program Participants, the Managed Client Revenue will be evenly split between those connected Program Participants and paid out based on each individual Program Participant’s applicable Earnings Timeframe. If the same Program Participant disconnects and reconnects to the same Qualified Client at any stage during the Earnings Timeframe, the Earnings Timeframe will not reset. Managed Client Revenue will only be paid to the Program Participant during those periods that the Qualified Client remains connected during the Earnings Timeframe. Additionally, Managed Client Revenue will only be paid to Program Participants who are actively managing the Qualified Client account. In order to be considered “actively managing” a Qualified Client account, a Program Participant must have logged into the Qualified Client account regularly within the quarter the commissions are calculated.

The Earnings Timeframe for Program Participants earning on existing Qualified Clients prior to July 1, 2023 will continue to earn based on an extended Earnings Timeframe dictated by their tier. The Earnings Timeframe will not restart.

Requirements for Managed Client Revenue for Existing Qualified Clients: To earn Managed Client Revenue for an existing Qualified Client on a paid marketing plan with Mailchimp, Program Participants must meet the following requirements:

• First, follow the redirect in the Center to (a) create a new or login to an existing Valid Payment Account with the Payment Provider (Payoneer), and (b) link that Valid Payment Account to your Mailchimp account;
• Second, ensure that your client is a Qualified Client enrolled in a paid marketing plan with Mailchimp;
• Third, connect to the Qualified Client’s account and ensure that it remains connected to your Mailchimp account during the Earnings Timeframe;
• Fourth, we’ll direct the Payment Provider to deposit your earned Managed Client Reward(s) approximately once per quarter in your Valid Payment Account during the applicable Earnings Timeframe; and
• Fifth, maintain all Rewards Program requirements during the Earnings Timeframe.

b. Upgraded Qualified Clients: Program Participants are eligible to earn Managed Client Revenue when existing Qualified Clients convert from a free to a paid marketing plan with Mailchimp while connected with Program Participant, over an Earnings Timeframe based on the Program Participant’s applicable membership tier. The Earnings Timeframe begins on the date of the free-to-paid conversion, not the original connection date. To earn a Managed Client Reward for upgraded Qualified Clients, Program Participants must meet the following requirements:

• First, follow the redirect in the Center to (a) create a new or login to an existing Valid Payment Account with the Payment Provider (Payoneer), and (b) link that Valid Payment Account to your Mailchimp account;
• Second, ensure that your client is a Qualified Client and that your client’s Mailchimp account remains connected to your Mailchimp account during the Earnings Timeframe;
• Third, earn the Managed Client Revenue for each upgraded Qualified Client who upgrades to a Mailchimp paid plan for the first time while connected to your account;
• Fourth, we’ll direct the Payment Provider to deposit your earned Reward(s) approximately once per quarter in your Valid Payment Account during the Earnings Timeframe; and
• Fifth, maintain all Rewards Program requirements during the Earnings Timeframe.

7. Membership Tiers. Commissions you can earn may vary based on your Tier. The Program has three Tiers which are eligible to earn commissions: Member, Partner, and Pro Partner. Program Participants who do not meet the minimum Tier qualifications for a Tier whose benefits include participation in the Rewards Program are not eligible for earning or receiving commissions. Program Participants must meet and maintain the qualifications for the applicable Tier to earn the commissions for that Tier.

Member Tier: To earn commissions at the Member Tier, Program Participants must:

• Have at least two (2) clients on Mailchimp paid monthly plans connected to your account.

Partner Tier: To earn commissions at the Partner Tier, Program Participants must:

• Have at least ten (10) clients on Mailchimp paid monthly plans connected to your account; and
• Successfully complete and receive a passing grade for the Mailchimp Foundations course certification in Mailchimp Academy.

Pro Partner Tier: To earn commissions at the Pro Partner Tier, Program Participants must:

• Have at least twenty (20) clients on Mailchimp paid monthly plans connected to your account;
• Successfully complete and receive a passing grade for the Mailchimp Foundations course certification in Mailchimp Academy; and
• Complete additional expert certifications as determined in Mailchimp’s sole discretion and as described in the Center from time to time.

8. Reward Distribution and/or Payment.

• To receive earned commissions, you must maintain a valid payment account with accurate payment information (the “Valid Payment Account”) with Mailchimp’s selected payment provider for the Rewards Program, which is currently Payoneer (the “Payment Provider”), and the Valid Payment Account must be linked to your Mailchimp account. In order to ensure that your Valid Payment Account is linked to your Mailchimp account, you must follow the redirect in the Center (which will redirect you to the Payment Provider’s site) to create a new or login to an existing Valid Payment Account with the Payment Provider. The Payment Provider may request personal data, bank data, tax related data, and other types of data in order to set up a Valid Payment Account for you. You must comply with the Payment Provider requests to have a Valid Payment Account and, therefore, have a valid method to receive commission payments. Mailchimp reserves the right to change its Payment Provider at any time.
• Mailchimp will direct the Payment Provider to transfer earned Commissions to a Valid Payment Account. Program Participants cannot receive Commissions via any other method. If you are not approved by the Payment Provider or do not provide accurate payment information to the Payment Provider, you will not be eligible to receive commissions. You will be subject to the Payment Provider’s policies as well as to policies, rules and regulations of any related financial institution, card scheme (when applicable) and payment gateway providers. Such policies may change from time to time at the Payment Provider’s or such third party’s discretion. To learn more about how to set up a Valid Payment Account, click here.
• If you are approved by the Payment Provider, Mailchimp will make payments of earned commissions to you quarterly on or promptly following the last day of a calendar quarter for commissions earned for that calendar quarter. Mailchimp reserves the right to institute a quarterly payment minimum at any time.
• Commission payments are calculated based on the (a) Revenue Percentage (defined in this section) shown in the Center for the type of commission earned and/or (b) your Tier. All “Revenue Percentages” for commissions are percentages (as stated in the Center) of money actually collected and retained by Mailchimp directly from the applicable Qualified Client’s monthly subscription fees for a Mailchimp paid monthly plan (including Transactional Email blocks), excluding all other charges. Excluded charges for calculating the Revenue Percentage include, but are not limited to, the following categories of fees: (i) additional contact block charges for contact overages or email send overages as described in Section 7A of our Standard Terms of Use; (ii) any fees for Add-ons (as defined in our Standard Terms of Use), including any fees received by Mailchimp related to programs, services or software which are offered to Mailchimp’s users as part of Mailchimp’s Service for a fee but where no portion of such fee is actually retained by Mailchimp; (iii) Pay as You Go credits; (iv) credit card processing charges; (v) discounts and promotions; (vi) refunds and returns; (vii) disputed charges and chargebacks; and (viii) royalties, upfront payments, fees and other payments to third parties that are in addition to Mailchimp’s standard fees.
• If amounts must be returned to a client after being collected (including without limitation, write-offs, bad debts, insolvency, returns, refunds, chargebacks or canceled orders), the amount of the commission paid by Mailchimp to you on such registrations returned, refunded, canceled or charged back will be deducted from future payments to you under these Rewards Program Terms, or if no such future payments are made, you will promptly pay back such unearned amounts to Mailchimp upon receipt of an invoice from Mailchimp.
• If at any time Mailchimp has a reasonable basis to believe that any commissions were earned, accrued or collected by you in a fraudulent, abusive, dishonest or other wrongful manner, you will promptly pay back to Mailchimp any commission (or applicable portion thereof, at Mailchimp’s discretion) previously disbursed to you upon receipt of an invoice from Mailchimp, and you will lose any earned and unpaid commissions and permanently lose eligibility to participate in the Rewards Program.
• Mailchimp may, but is not obligated to, provide statements of commissions to you on a quarterly basis. In the event such statements are provided, they (a) may be visible to all users in your account and (b) are not subject to dispute.
• As between Mailchimp and the Payment Provider, the Payment Provider will be primarily or solely responsible for all inquiries, issues or disputes related to its payment services and escheatment. For the avoidance of doubt, in the event any funds constitute unclaimed, abandoned or similar property under applicable laws (“Unclaimed Property”), the Payment Provider will be responsible for the management and escheatment of any such Unclaimed Property to the relevant authorities in accordance with applicable laws.

9 . Other Important Rewards Program Limitations and Requirements.

• Other terms and conditions may apply to the Rewards Program promotion for Program Participants, as further detailed in the applicable promotional offer, which terms and conditions are hereby incorporated by reference.
• Disconnecting a Qualified Client may cause you to immediately lose all earned but unpaid commissions and lose all potential future commission payments for that client.
• All commissions and other benefits will immediately stop accruing if you no longer meet all Eligibility Requirements for any reason, which includes, but is not limited to, failing to maintain the requirements for any Tier.
• All commissions and other benefits will immediately stop accruing and you may lose all accrued but unpaid commissions and benefits if: (a) you fail to comply with the Terms or these Rewards Program Terms, (b) you are suspended, rejected or terminated by the Payment Provider, (c) the Rewards Program is suspended or discontinued for any reason, or (d) your account is closed for any reason.
• commissions and benefits cannot be sold, transferred, or assigned. Attempts to purchase, sell or transfer commissions and benefits in violation of these Rewards Program Terms may result in Mailchimp suspending, deactivating, or terminating your account and voiding the bill credits, commissions, or benefits, in Mailchimp’s sole discretion.
• You may terminate your participation in the Program at any time by opting out of the Program in your account.

10 . Modifications to the Rewards Program and Service to Clients. Mailchimp reserves the right to terminate or suspend the Rewards Program, including, but not limited to, immediately discontinuing any and all Reward distributions or payments whether earned or unearned. Mailchimp will not be liable in the event of any change, suspension, or discontinuation of the Rewards Program. commissions received through the Rewards Program may be taxable to the recipient. Participants in the Rewards Program should contact their tax advisor. You acknowledge and agree that in order to use Mailchimp’s Service, a Qualified Client must accept and be bound by Mailchimp’s Standard Terms of Use. For the avoidance of doubt, Mailchimp reserves the right to reject or terminate any user from the Mailchimp Service at any time at Mailchimp’s absolute discretion. Any impacts to your Mailchimp account or your participation in the Rewards Program will not affect Mailchimp’s Service to any clients.

11 . Taxes and Referral Restrictions. While there is no cap on how much a Program Participant can earn as part of this Program, Mailchimp reserves the right to hold up payment of any and all commissions and benefits, conduct an audit and investigation into any Program Participant’s actions, benefits, commissions, or conduct, and may, in Mailchimp’s sole discretion, void any commissions or other benefits and disqualify any Program Participant or Qualified Client. You agree to comply with any requests by the Payment Provider and/or Mailchimp to complete and execute any tax related forms and documentation needed to process your payment (as determined in the Payment Provider and Mailchimp’s sole discretion). If you refuse to comply with the requests then you will not be eligible to receive commission payments. You cannot refer yourself or your affiliates. Mailchimp employees, vendors, and contractors are not eligible to participate in the Rewards Program. Program Participants may or may not combine this offer with their pre-existing discounts and promotions, in Mailchimp’s sole discretion. Offers void where prohibited by law.

12 . No Agency Relationship and Compliance with Laws. You understand and agree that you and all Program Participants (1) are not agents or employees of Mailchimp and (2) have no authority to act for Mailchimp or create an obligation for Mailchimp. Program Participants are solely responsible for any costs from their participation in the Program. You represent and warrant that your participation in the Rewards Program will comply with all advertising laws and other applicable laws and regulations, including, but not limited to, the USA’s CAN-SPAM Act and Telephone Consumer Protection Act, and Canada’s anti-spam legislation. Program Participants shall comply with any applicable social media rules, guidelines, and terms and conditions in his or her participation in the Rewards Program. WHENEVER A PROGRAM PARTICIPANT DECIDES TO SHARE HIS OR HER REFERRAL INFORMATION AND ANY ENROLLMENT INSTRUCTIONS, THE PROGRAM PARTICIPANT MUST NOTIFY THE RECIPIENT THAT THE PROGRAM PARTICIPANT IS ELIGIBLE TO RECEIVE A MONEY REWARD IF THE RECIPIENT MEETS THE APPLICABLE REWARD CRITERIA.. WHEN SHARING INFORMATION ABOUT THE REWARDS PROGRAM, PROGRAM PARTICIPANTS SHALL NOT MAKE DECEPTIVE OR MISLEADING CLAIMS, MAKE ADDITIONAL OR DIFFERENT CLAIMS THAT ALTER ANY MAILCHIMP PROMOTION, OR ENGAGE IN ANNOYING OR HARASSING PRACTICES. Program Participants should not send promotional messages to people the Program Participant does not personally know, and Program Participants shall honor requests to stop referrals or communications about Mailchimp. Any Program Participant’s failure to follow these requirements is a violation of these Rewards Program Terms, and Mailchimp may, in Mailchimp’s discretion, terminate the Program Participant immediately from the Rewards Program, disqualify the Program Participant from participating in the Rewards Program in the future, and cause the forfeiture of any pending commissions.

13 . Indemnification. You agree to indemnify and hold Mailchimp, its parents, subsidiaries, affiliates, directors, officers, employees, and agents, harmless from any losses, including all legal fees and expenses, that result from your breach of these Rewards Program Terms or a claim from a third party related to the Rewards Program.

14 . Liability Limitations. Mailchimp is not responsible for any incorrect or inaccurate information whether caused by users, tampering, hacking, or by any of the programming or equipment associated with or used in the Rewards Program, and assumes no responsibility for any errors, omission, deletion, interruption or delay in operation or transmission or communication line failure, theft or destruction or unauthorized site access. Any use of robotic, macro, automatic, programmed or like methods of attempting to participate in the Rewards Program will void any commissions, and you may forfeit your account. Mailchimp is not responsible for any typographical errors in promotional materials or these Rewards Program Terms. Mailchimp is not responsible for any personal injury or property damage or losses of any kind which may be sustained to your or any other person's computer equipment resulting from participation in the Rewards Program. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Directory Listing Terms

Last Updated: August 1, 2023

Please read these Additional Terms carefully. These Additional Terms are subject to and governed by the Mailchimp & Co Terms (“Terms”) between you (“you” or “your”) and The Rocket Science Group LLC d/b/a Mailchimp (“Mailchimp”). If you meet the minimum qualifications for any Tier whose benefits include Listing in the Directory (each as defined below), you are automatically subject to these Additional Terms. These Program Terms do not replace Mailchimp’s Standard Terms of Use and Global Privacy Statement, which also continue to apply to your use of Mailchimp, including your participation in the Directory. Capitalized terms used and not defined herein have the meanings given such terms in the Terms.

1. Partner Directory. You will be listed (“Listing”) in Mailchimp’s “Partner Directory” (the “Directory”) during the Term, during which time you will provide various services to Mailchimp users (“Users”) who request the same (collectively, “Services”).

   • “Term” means the period commencing on the day you first meet the minimum qualifications for any Tier whose benefits include Listing in the Directory and ending upon the earlier of (A) the expiration of the term provided in Section 3 of the Terms or (B) the termination of these Additional Terms as provided below.

   • You will be solely responsible for providing and uploading to the Listing information concerning your business; the Services you may provide in connection thereto; areas in which you specialize; and any other information relevant to your business and/or your provision of Services, whether such information is provided voluntarily by you or requested by Mailchimp. You hereby verify that any and all information that you provide, whether voluntarily or upon request, is true and correct to the best of your knowledge, and you agree to correct or remove any false assertions immediately upon learning that they are false, either by uploading corrected information or requesting that Mailchimp make such corrections.

   • You will promptly provide any information reasonably requested by Mailchimp for purposes of verifying information that you have uploaded in connection to the Listing.

   • You will communicate directly with Users who request Services, and Mailchimp will have no obligation to participate in those communications.

   • You will process any personal data received in connection with your Listing in the Directory in accordance with all applicable laws and regulations.

   • You will honor, or assist Mailchimp in honoring, all data subject requests including any opt-out requests received regarding personal data processed in connection with your Listing in the Directory.

   • You acknowledge that the placement of your Listing in the Directory may depend on your Tier and may change from time to time.

   • You hereby grant Mailchimp a royalty free, non-exclusive, worldwide license to use any content that you provide in connection with your Listing on Mailchimp’s websites and all marketing materials for the purpose of discussing or promoting the Program (including, without limitation, the Directory), during the Term.

2. No Compensation. You will not be compensated by Mailchimp in any manner in connection with the Listing or the Services unless otherwise agreed by Mailchimp in writing.

3. Termination. In addition to each Party’s termination rights under the Terms, these Additional Terms will immediately and automatically terminate in the event that (a) you fail to meet the minimum qualifications for any Tier whose benefits include Listing in the Directory or (b) Mailchimp removes your Listing from the Directory for any reason. Upon any termination, Mailchimp will have the right to immediately remove your Listing and all related content from the Directory.

4. Liability.

   • You represent and warrant that the content of the Listing does not and will not infringe upon the intellectual property rights or other rights of any third party and has been lawfully obtained, that you have the unrestricted right to use such content, and that our use of such content as permitted herein will not violate the rights of any third party.

   • You acknowledge that you have developed and will continue to develop and maintain the Services independently of Mailchimp, and without any reliance whatsoever on any review, endorsement or approval by Mailchimp. Mailchimp is not responsible or liable in any manner for the content of the Listing or the delivery of the Services. You assume full responsibility for any loss that results from your use of the Directory or the Listing or the delivery of the Services.

   • You agree and understand that Mailchimp and the Mailchimp Parties shall have no liability whatsoever for any claims made against you related to false information that you upload to the Directory concerning you, your business, your Services, or any information connected thereto, and you agree to indemnify, defend, and hold harmless Mailchimp and the Mailchimp Parties from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from any claim, judgment, or proceeding brought by a third party and arising out of or otherwise connected to such false statements. Mailchimp shall have the right to immediately terminate and remove the Listing in the event that false statements and/or information are discovered.

   • In the event of any dispute between you and any User or another party in the Directory, Mailchimp will have no obligation to convene, intervene or participate in any manner, and you will resolve any such disputes directly with the other party. Notwithstanding the foregoing, Mailchimp reserves the right to refuse or remove any content of any Listing at any time for any reason whatsoever, including in connection with a dispute.

   • To the exent not already addressed herein, you hereby agree to indemnify, defend, and hold Mailchimp and the Mailchimp Parties harmless from any losses or damages, including, but not limited to, reasonable attorneys’ fees, arising from any claim caused by, regarding or related to the Services or the content of the Listing.

   • You acknowledge that non-European Data Protection Legislation and/or European Data Protection Legislation may apply in connection with the processing of any personal data undertaken in relation to these Terms, the Program, or a Mailchimp user or customer. You will comply with all applicable laws, including Non-European Data Protection Legislation and European Data Protection Legislation.

Events Terms

Last Updated: August 1, 2023

Please read these Additional Terms carefully. These Additional Terms are subject to and governed by the Mailchimp & Co Terms (“Terms”) between you (“you” or “your”) and The Rocket Science Group LLC d/b/a Mailchimp (“Mailchimp”). If you attend an Event (as defined below), you are automatically subject to these Additional Terms. These Program Terms do not replace Mailchimp’s Standard Terms of Use and Global Privacy Statement, which also continue to apply to your use of Mailchimp, including your attendance at an Event. Capitalized terms used and not defined herein have the meanings given such terms in the Terms.

1. Events. At Mailchimp’s request, you may agree to attend a designated event (“Event”), either virtually or in person (at Mailchimp’s direction), with or without Mailchimp personnel. Your attendance at an Event may include, without limitation, presentations, training, and booth staffing, in each case as requested by Mailchimp. When you attend an Event, you agree as follows:

   • You will not represent that you are an employee of Mailchimp or otherwise misrepresent your affiliation with Mailchimp.

   • You will comply with any reasonable requests, requirements or instructions provided by Mailchimp with respect to the Event.

   • You will comply with any requests, requirements or instructions provided by the Event coordinator, host, owner or the like.

2. Compensation. You and Mailchimp will agree in writing (email will suffice) prior to the Event on any compensation or reimbursement due to you in connection with your attendance at the Event. You will not be compensated or reimbursed by Mailchimp in any manner in connection with attendance at the Event unless otherwise agreed by Mailchimp in writing.

3. Termination. In addition to each Party’s termination rights under the Terms, these Additional Terms will immediately and automatically terminate upon the completion of the Event.

4. Liability.

   • Mailchimp is not responsible or liable in any manner for the Event. You assume full responsibility for any loss that results from your attendance at the Event.

   • You hereby agree to indemnify and hold Mailchimp and the Mailchimp Parties harmless from any losses, damages, injuries, demands, actions, causes of actions, suits, proceedings, judgments and expenses, including, but not limited to, reasonable attorneys’ fees caused by, regarding or related to (i) your attendance at an Event or (ii) the acts or omissions of you or any of your staff or employees.