Partner Agreement

These Partner Program Terms and Conditions (the “Terms”) govern the commercial relationship between ClickSambo OÜ, a private limited company incorporated under the laws of the Republic of Estonia, with its registered office in Tallinn (“ClickSambo”, “we”, “us” or “our”), and any individual or legal entity that applies for and is admitted to the ClickSambo Partner Program (the “Partner”, “you” or “your”). By submitting an application and, subsequently, by executing the Partner Service Agreement defined below, the Partner confirms that it has read, understood and accepted these Terms in their entirety.

Effective date: the date on which the Partner Service Agreement is countersigned by ClickSambo.

1. Definitions

1.1 “Partner Program” means the commercial referral and reseller programme operated by ClickSambo as described at https://clicksambo.com/partner-program and these Terms.

1.2 “Service” means the ClickSambo click-fraud protection and Google Ads optimisation software-as-a-service platform, including all related dashboards, APIs, scripts and integrations.

1.3 “Referred Customer” means a person or entity that activates a paid Service subscription via a Partner-specific tracking link, dedicated coupon code, or custom onboarding flow explicitly attributed to the Partner by ClickSambo.

1.4 “Custom Offer” means a non-standard commercial proposal designed by the Partner for an individual Referred Customer, which may include bespoke pricing, bundled additional digital services (such as Google Ads management, search engine optimisation, web development, analytics consulting or other digital services delivered by the Partner), increased monthly click allowances, additional protected domains, or tailored billing cycles.

1.5 “Partner Service Agreement” means the written services agreement executed between ClickSambo and the Partner that formally activates participation in the Partner Program and sets out the bank account, tax details and any individually negotiated commercial terms.

1.6 “Net Revenue” means the amount actually collected and irrevocably settled to ClickSambo from a Referred Customer for a Service subscription, after deduction of applicable taxes, payment-processor fees, refunds, chargebacks, currency-conversion losses and any portion of the invoiced amount attributable to the Partner’s own services.

1.7 “Business Day” means any day other than a Saturday, Sunday or public holiday in Tallinn, Estonia.

2. Application, Service Agreement and Onboarding

2.1 Participation in the Partner Program is conditional upon (i) the submission of the application form available on the Partner Program page; (ii) the acceptance of the application by ClickSambo at its sole discretion; and (iii) the execution by both parties of the Partner Service Agreement that ClickSambo will send to the applicant after acceptance of the application.

2.2 Submission of the application does not in itself create a binding partnership. No commission, tracking link or other benefit shall accrue to the applicant before the effective date of the Partner Service Agreement.

2.3 ClickSambo may reject any application without obligation to provide reasons, in particular where the applicant’s activities, jurisdiction or reputation are incompatible with the Service, with applicable sanctions regimes, or with the policies of the underlying advertising platforms.

2.4 The Partner shall provide accurate and complete information during onboarding, including legal name, registered office, tax identification number, beneficial-ownership information where required, and bank-account details for the payment of commissions.

3. Custom Offers and Dedicated Tracking Links

3.1 The Partner is entitled to propose Custom Offers to prospective Referred Customers. A Custom Offer may include, without limitation:

• bespoke pricing within the framework agreed in the Partner Service Agreement;
• digital services delivered by the Partner under its own brand and responsibility, such as Google Ads management, search engine optimisation, web development, lead generation, analytics consulting or related services;
• monthly click allowances or numbers of protected domains exceeding the standard plan tiers;
• tailored billing cycles, including monthly, quarterly, semi-annual or annual terms.

3.2 Each Custom Offer must be submitted in writing (including by email or through the Partner dashboard) to ClickSambo prior to its communication to the prospective Referred Customer. ClickSambo will review the Custom Offer and notify the Partner of its approval, rejection or requested amendments within a reasonable period.

3.3 Upon approval of a Custom Offer, ClickSambo will generate and share with the Partner a dedicated tracking link, coupon code and/or onboarding flow associated with the relevant Custom Offer. The Partner shall use only the ClickSambo-issued tracking artefacts for the attribution of the relevant Referred Customer.

3.4 Custom Offers concluded outside this approval procedure, or pricing that materially deviates from the approved Custom Offer, are not eligible for commission and may give rise to suspension or termination under Section 13.

3.5 Where the Custom Offer includes digital services delivered by the Partner, those services are invoiced, collected and supported by the Partner directly. ClickSambo does not assume any obligation, warranty or liability in connection with the Partner’s own services.

4. Commission Structure

4.1 ClickSambo pays the Partner a recurring revenue share calculated on the Net Revenue collected from each Referred Customer, based on the Partner’s aggregate monthly recurring revenue across all Referred Customers:

• Tier 1 – up to EUR 1,999 of monthly recurring revenue: 20% revenue share;
• Tier 2 – from EUR 2,000 to EUR 4,999 of monthly recurring revenue: 25% revenue share;
• Tier 3 – EUR 5,000 and above of monthly recurring revenue: 30% revenue share.

4.2 For tier-calculation purposes, annual plans are pro-rated to a monthly equivalent equal to one-twelfth (1/12) of the annual price. The applicable tier is reassessed at the end of each calendar month on the basis of actual Net Revenue collected.

4.3 Revenue derived from the Partner’s own services bundled into a Custom Offer is not included in Net Revenue and does not give rise to any commission entitlement.

4.4 Bespoke commission terms beyond the tiers set out above may be agreed in writing in the Partner Service Agreement or in a subsequent addendum signed by both parties.

4.5 Commission entitlements arise only upon irrevocable collection of the underlying Referred Customer payment by ClickSambo. Pending, disputed, refunded or charged-back payments do not generate any commission entitlement.

5. Payment Terms

5.1 ClickSambo shall transfer the commission due to the Partner within fourteen (14) Business Days from the date on which the underlying Referred Customer payment is irrevocably settled to ClickSambo, provided that (i) no chargeback, refund request or payment dispute affecting the underlying payment is open at the time of payout; and (ii) where required by applicable law, the Partner has issued a valid invoice in respect of the commission concerned.

5.2 Commissions are paid to the bank account designated by the Partner in the Partner Service Agreement, in Euro (EUR), unless otherwise agreed in writing. The Partner is responsible for any incoming-transfer fees charged by its own bank and for any currency-conversion costs.

5.3 If a Referred Customer payment is subsequently refunded, charged back or otherwise reversed, the corresponding commission shall be deducted from the next payout or, where the next payout is insufficient, invoiced back to the Partner, who shall settle the resulting balance within fifteen (15) Business Days of receipt of the invoice.

5.4 The Partner is solely responsible for all taxes, social contributions, VAT and reporting obligations arising from the commissions received. Where applicable, ClickSambo will collect tax-residency information and a valid VAT identification number to determine the correct VAT treatment under EU rules.

5.5 Commission amounts below EUR 100 may be carried forward and paid in the next payout cycle in which the cumulative balance exceeds that threshold.

6. Eligible Customers and Protected Websites

6.1 The Service may only be activated for websites, applications and advertising properties (i) that are lawfully owned or operated by the Referred Customer, or (ii) for which the Referred Customer holds an express written authorisation to deploy click-protection technology and to process the related traffic data.

6.2 Protected properties shall comply with the laws of their relevant jurisdiction and with the advertising and developer policies of the underlying platforms, including Google Ads policies.

6.3 Without ClickSambo’s prior written approval, the Partner shall not refer customers whose websites, products or services fall within the following categories: adult content; online gambling and betting; unregulated cryptocurrency exchanges or token offerings; weapons, ammunition and explosives; controlled substances and pharmaceuticals subject to prescription; content infringing third-party intellectual-property rights; content that is unlawful, defamatory, discriminatory, hateful, harassing, or that facilitates fraud.

6.4 ClickSambo may, at any time, request evidence of ownership of or authorisation in respect of any domain protected under the Service, and may suspend protection until such evidence has been satisfactorily provided.

6.5 The Partner shall ensure that each Referred Customer accepts the ClickSambo Terms of Service, the Privacy Policy and, where applicable, the Data Processing Addendum, prior to the activation of the Service.

7. Permitted Promotion and Restrictions

7.1 The Partner may promote ClickSambo through its own website, content properties, email communications, social-media channels, webinars, events and direct-sales activities, in each case in a truthful, accurate and transparent manner.

7.2 The Partner shall not:

• run paid advertising campaigns (Google Ads, Microsoft Ads, Meta, TikTok, LinkedIn or similar) that bid on ClickSambo trade marks, brand terms or close variants, or that drive traffic directly to ClickSambo-owned domains;
• register, acquire or use domain names, social-media handles, mobile-application identifiers or advertising assets that contain “ClickSambo” or any term confusingly similar to it;
• represent itself as an employee, agent or legal representative of ClickSambo, or assume binding commitments on behalf of ClickSambo;
• offer unauthorised discounts, rebates, guarantees, free-trial extensions or performance promises beyond those approved by ClickSambo for the relevant Custom Offer;
• modify, distort or recreate ClickSambo’s logos, trade marks, brand colours, product screenshots or marketing materials, except in accordance with the brand guidelines provided by ClickSambo;
• engage in spam, unsolicited bulk messaging, deceptive marketing, fake reviews, bot traffic, incentivised sign-ups, cookie-stuffing or any practice that artificially inflates referral metrics or compromises the integrity of attribution.

8. Intellectual Property

8.1 ClickSambo retains all right, title and interest in and to the Service, the ClickSambo trade marks, the Partner Program materials and any data generated by the Service. Nothing in these Terms transfers any ownership right to the Partner.

8.2 During the term of the Partner Service Agreement, ClickSambo grants the Partner a non-exclusive, non-transferable, non-sublicensable, revocable and royalty-free licence to use the ClickSambo name, logo and approved marketing assets, solely for the purpose of promoting the Service in accordance with these Terms.

8.3 All goodwill arising from the Partner’s use of ClickSambo’s brand inures exclusively to the benefit of ClickSambo.

9. Data Protection – GDPR and KVKK

9.1 In the operation of the Partner Program, ClickSambo and the Partner may exchange personal data relating to prospective and Referred Customers and their representatives, including names, business e-mail addresses, telephone numbers, company details and commercial information (“Shared Data”).

9.2 With respect to Shared Data, ClickSambo and the Partner act as independent data controllers, each for its own commercial purposes. The Partner processes Shared Data for lead acquisition, sales outreach and its own customer-relationship management; ClickSambo processes Shared Data for the provision, billing and support of the Service.

9.3 When the Partner discloses personal data of a prospective Referred Customer to ClickSambo, the Partner warrants that (i) it has a valid legal basis for the disclosure under Article 6 of Regulation (EU) 2016/679 (“GDPR”) and, where the data subject is a Turkish resident, under Article 5 of Turkish Law No. 6698 on the Protection of Personal Data (“KVKK”); (ii) the data subject has been informed, in clear and accessible language, of the disclosure to ClickSambo and of the existence of ClickSambo’s Privacy Policy; and (iii) the data subject has not validly objected to such disclosure.

9.4 Each party undertakes to:

• implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
• notify the other party without undue delay, and in any event within 72 hours of becoming aware, of any personal-data breach affecting Shared Data;
• cooperate in good faith in responding to data-subject requests and supervisory-authority enquiries concerning Shared Data;
• retain personal data only for as long as necessary for the purposes for which it was collected, in accordance with statutory retention periods and the party’s own documented retention schedule;
• ensure that any cross-border transfer of personal data outside the European Economic Area or Turkey is supported by an adequate transfer mechanism (such as Standard Contractual Clauses, an adequacy decision or, in the case of KVKK, the Personal Data Protection Authority’s applicable framework).

9.5 Where the Partner acts on behalf of the Referred Customer in onboarding the Service, the Partner shall ensure that the Referred Customer has accepted ClickSambo’s Data Processing Addendum where required by GDPR or KVKK.

9.6 The Partner shall publish on its website a clear and accurate privacy notice describing, among other matters, the Partner’s participation in the Partner Program and the categories of recipients to whom personal data may be disclosed.

10. Confidentiality

10.1 Each party shall keep confidential all non-public information disclosed by the other party in the context of the Partner Program, including commercial terms, technical information, customer lists, pricing, roadmap and security information (“Confidential Information”), and shall use Confidential Information solely for the purposes of the partnership.

10.2 The confidentiality obligation survives termination of the Partner Service Agreement for a period of three (3) years, save for trade secrets, which remain protected for as long as they qualify as such under applicable law.

11. Representations and Warranties

11.1 The Partner represents and warrants on a continuing basis that:

• it has full legal capacity and authority to enter into the Partner Service Agreement and perform these Terms;
• it is not located in, established in, or majority-owned or controlled by persons located in any country or territory subject to comprehensive sanctions administered by the United Nations, the European Union, the United States or the United Kingdom;
• it will comply with all applicable laws, including anti-bribery, anti-money-laundering, sanctions, consumer-protection, advertising, e-commerce and data-protection laws;
• all information provided in the application and throughout the partnership is true, accurate and complete.

11.2 The Service is provided “as is” and ClickSambo disclaims all implied warranties to the maximum extent permitted by applicable law, without prejudice to the service-level commitments set out in the Service’s own terms.

12. Anti-Fraud and Audit

12.1 ClickSambo may carry out reasonable verification of the Partner’s referral activity, including review of traffic sources, conversion patterns, payment information and identification of Referred Customers, in order to ensure the integrity of attribution and compliance with these Terms.

12.2 If ClickSambo identifies, on reasonable grounds, indicators of fraud, manipulation of attribution, fake sign-ups or breach of these Terms, it may suspend commission payments, withhold disputed amounts and require additional evidence from the Partner before resuming payouts.

13. Suspension and Termination

13.1 ClickSambo may suspend the Partner’s account, withhold commissions and/or terminate the Partner Service Agreement with immediate effect upon written notice in the event of:

• a material breach of these Terms or of the Partner Service Agreement that is not cured within fifteen (15) days of written notice, or that is incapable of cure;
• fraud, misrepresentation, manipulation of referral attribution, fake sign-ups, cookie-stuffing or any conduct that compromises the integrity of the Partner Program;
• violation of sanctions, anti-corruption or data-protection laws;
• insolvency, liquidation, bankruptcy or analogous proceedings affecting the Partner.

13.2 Either party may terminate the Partner Service Agreement for convenience by providing thirty (30) days’ prior written notice to the other party.

13.3 Upon termination, the Partner shall (i) cease all use of ClickSambo’s trade marks and marketing materials; (ii) deactivate or remove all tracking links; and (iii) return or destroy ClickSambo’s Confidential Information at ClickSambo’s option.

13.4 Commissions accrued on validly Referred Customers up to the effective date of termination remain payable subject to ordinary chargeback and refund deductions, provided that termination has not occurred as a result of fraud or material breach by the Partner.

14. Limitation of Liability

14.1 To the maximum extent permitted by applicable law, ClickSambo’s aggregate liability arising out of or in connection with the Partner Program in any rolling twelve (12) month period shall not exceed the total commission paid to the Partner during that period.

14.2 Neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of business, loss of goodwill, loss of data or loss of opportunity, even if advised of the possibility of such damages.

14.3 Nothing in these Terms limits any liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct or gross negligence.

15. Indemnification

15.1 The Partner shall defend, indemnify and hold harmless ClickSambo and its officers, directors, employees, contractors and affiliates from and against any third-party claims, damages, fines, penalties, costs and reasonable legal fees arising out of or in connection with: (i) the Partner’s promotional or sales activities; (ii) breach of these Terms by the Partner; (iii) the Partner’s own services delivered to Referred Customers, including any defect, deficiency or non-compliance therein; and (iv) any unlawful processing of personal data by the Partner.

16. Modifications

16.1 ClickSambo may update these Terms from time to time to reflect legal, technical or commercial developments. Material changes will be communicated to active Partners by e-mail and/or through the Partner dashboard at least thirty (30) days prior to their effective date.

16.2 Continued participation in the Partner Program after the effective date of the changes constitutes acceptance of the modified Terms. A Partner that does not accept the changes may terminate the Partner Service Agreement before the effective date, in which case Clause 13.4 applies.

17. Independent Contractors

17.1 The Partner is an independent contractor. Nothing in these Terms creates a partnership in the legal sense, a joint venture, an agency, an employment or a franchise relationship between the parties.

17.2 Neither party has the authority to make commitments or enter into contracts on behalf of the other party.

18. Force Majeure

18.1 Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations already due) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, embargo, strike, internet or telecommunications failure, or large-scale failure of third-party infrastructure providers.

19. Governing Law and Jurisdiction

19.1 These Terms and the Partner Service Agreement are governed by the laws of the Republic of Estonia, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 The parties shall first attempt to resolve any dispute amicably through good-faith negotiation. Failing resolution within sixty (60) days from a written notice of dispute, the dispute shall be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia, save that ClickSambo may bring proceedings before the courts of the Partner’s domicile in order to protect its intellectual-property rights or to collect undisputed amounts.

20. Miscellaneous

20.1 Notices. Notices shall be sent in writing to the contact details specified in the Partner Service Agreement. E-mail notices are deemed validly served upon delivery to the recipient’s server, in the absence of a bounce-back.

20.2 Assignment. The Partner shall not assign or transfer these Terms, in whole or in part, without ClickSambo’s prior written consent. ClickSambo may assign these Terms to an affiliate or to a successor in interest in the context of a corporate reorganisation, merger or sale of substantially all of its assets.

20.3 Severability. If any provision of these Terms is held unenforceable or invalid, the remaining provisions shall continue in full force and effect.

20.4 Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or of the right to enforce it subsequently.

20.5 Entire Agreement. These Terms, together with the Partner Service Agreement and any addenda signed by both parties, constitute the entire agreement between the parties in respect of the Partner Program and supersede all prior understandings, communications and agreements relating to its subject matter.

20.6 Language. These Terms are issued in English. A Turkish-language version is made available for information purposes. In the event of any discrepancy between the two language versions, the English version shall prevail, save where mandatory provisions of local law require otherwise.

ClickSambo OÜ
Registered office: Tallinn, Estonia
Contact: [email protected]

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