Referral Program T&C

These Referral Terms (the “Terms”) govern your participation in any Birdeye Data Referral Program ("Program") offered by Wings Lab Pte. Ltd. (”Birdeye Data”, “we”, “us”, or “our”). By registering for a Program, you agree to accept and comply with these Terms, which may be modified by Birdeye Data in its sole discretion from time to time, in which case the new Terms will supersede prior versions. Your continued participation in any Program following the effective date of any such modification may be relied upon by Birdeye Data as your consent to any such modifications. If you sign up for a Program as a representative of an entity or organization, you hereby represent and warrant that you have the authority to register that organization in our Program and bind that organization to these Terms.For clarity, these Terms apply to various Programs which may be offered by Birdeye Data from time to time. Each Program may have its own specific terms and conditions (”Program Specific Terms”). If a conflict arises between these Terms and any Program Specific Terms, these Terms will prevail unless the Program Specific Terms expressly states otherwise.

Eligibility for Program.
Registration for the Birdeye Data Referral Program does not guarantee verification as a “Verified Referrer”. Anyone may participate as a Referrer without verification; however, only verified Referrers are eligible for higher commission rates. Verification is subject to Birdeye Data’s discretion, and we may decline or revoke verification at any time without providing a reason. All information collected during the registration or verification process will be handled in accordance with our Privacy Policy. Once accepted into a Program, you will be referred to as a "Referrer". As a Referrer, you may be eligible to receive compensation or other in-kind benefits by creating, sharing, or distributing content about Birdeye Data’s services, subject to the terms and conditions of the applicable Program Specific Terms. Birdeye Data reserves the right to terminate or modify your participation in the Referral Program at any time. Please note that verification or participation in one Program does not guarantee acceptance into any other Program offered by Birdeye Data.
1. Program Requirements. To participate in a Program and receive compensation or other in-kind benefits (”Rewards”), you must comply with these Terms and our Program Specific Terms. We reserve the right to monitor your website(s) or marketing channels at any time to determine your compliance level, although we are not obligated to do so.
2. Violations. If you breach these Terms, our Program Specific Terms, or any other applicable terms and conditions (including but not limited to our Terms of Services), we reserve the right, in addition to any other available rights or remedies, to permanently withhold all Rewards that were offered to you under any Program.
Rewards
If any compensation or in-kind benefits are contemplated by the Program that you participate in, the following shall apply unless expressly specified otherwise in the applicable Program Specific Terms.
1. Referral Codes. As a Referrer in a Program, you may receive a referral code for the purposes of your participation ("Referral Code"). When a customer purchases a subscription to our services through your Referral Code, you may receive Rewards as detailed in the applicable Program Specific Terms.
2. Eligibility for Rewards. You are only eligible for Rewards under a Program for customer transactions completed through: (i) the Referral Code we provide to you, and (ii) Birdeye Data's self-service purchase process. If a prospective customer does not complete a purchase after clicking on your Referral Link or applying your Referral Code, you will not be eligible for any Rewards. This applies even if the customer later buys a subscription directly from Birdeye Data's website or through another Code. Unless stated otherwise in the Program Specific Terms, you are only eligible for Rewards on a customer's initial purchase and can earn Rewards on any subsequent purchases during the valid period. You will not be eligible for any Rewards if the first click on the Referral Code occurs after your participation in a Program has ended or been terminated.
3. Responsibility for Taxes. You are solely responsible for complying with all relevant regulatory and tax requirements that may be applicable to your participation and receipt of Rewards from any of our Programs, including but not limited to paying any taxes imposed by a governmental authority on any Rewards you receive.
4. No Employment or Agency Relationship. Your participation in any program or receipt of any rewards does not establish any employment or agency relationship with Birdeye Data. You acknowledge that you are not entitled to any compensation, options, stock, or other rights or benefits typically provided to our employees. You also have no authority to make any representation, contract, or commitment on behalf of Birdeye Data, except that you may market and promote Birdeye Data and our products/services within the scope of the Program you are registered for, subject to the terms and conditions of these Terms.
Participation and Compliance
1. Compliance. Our Referrers are allowed to market and promote Birdeye Data and our products/services to potential customers, but only according to these Terms. All marketing and promotional activities must be carried out accurately and honestly, without making any false or misleading claims about us or our products/services. You agree to comply with all relevant laws, rules, regulations, industry best practices, and regulatory guidelines related to sponsored posts and advertising copy. If Birdeye Data requests the removal of a Referral Code from any website or marketing channel(s), you must comply within twenty-four (24) hours.
2. Restrictions on Marketing Content or Materials. Without limiting the above, you must not use any marketing content or materials which:
  1. falsely claim to be from Birdeye Data;
  2. violate any laws or regulations;
  3. are misleading, false, or inaccurate;
  4. are offensive, obscene, or inappropriate;
  5. disparage Birdeye Data and/or our products/services; or
  6. infringe upon a third party's intellectual property rights.
3. Other Restrictions. In addition to the above, you agree not to:
  1. misrepresent or embellish our relationship with you (including by implying that we support, sponsor, or endorse you), or suggest any affiliation between us and you or any other person or entity;
  2. present yourself as a Birdeye Data employee or representative;
  3. disrupt the operation of any Program;
  4. remove or alter any copyright, proprietary rights notices, or other notices within Birdeye Data’s content;
  5. modify, obscure, minimize, or alter the information in Birdeye Data’s content;
  6. use any Referral Code on coupon deal or aggregator websites;
  7. act as a reseller of our products/services;
  8. use any name or mark similar to Birdeye Data's without written approval;
  9. use your Birdeye Data Referral Code in a spammy manner; or
  10. violate our Terms of Services with your use of the Birdeye Data Referral Code.
4. Birdeye Data Customers. Our customers are not, by virtue of your participation in a Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to those customers and may be changed at any time.
  Similarly, API users are not your customers, and all terms regarding API usage, including rate limits, data access, and permitted uses are governed exclusively by our Terms of Service.
  You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Birdeye Data or our products/services, you will direct customers to contact [email protected], or to follow instructions on our website to address customer service issues.
5. Birdeye Data Referral Content. To support your advertisement and marketing of the Services, we may provide you with data, images, text, code formats, widgets, codes, Birdeye Data Marks, marketing content, and other coding tools, application program interfaces, and other information related to the Program and our products/services ("Birdeye Data Referral Content"). You are permitted to use the Birdeye Data Referral Content solely for the purposes of marketing and promoting our products/services in accordance with these Terms. If we update the Birdeye Data Referral Content, you should make a reasonable effort to use the updated content and stop using the previous version.
6. Publicity. We may, and you agree to grant us permission to, use your name, likeness, and public marketing content regarding our products/services solely to reference you as a Referrer in a Program through Birdeye Data-owned or operated channels, including digital channels, social media, and websites. You may revoke this grant at any time by sending an email to [email protected] with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references within 5 business days and to update our website and social media and marketing channels to remove any past references.
License and Ownership
1. License to Birdeye Data Referral Content and Marks. Subject to these Terms, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Birdeye Data Referral Content; and (b) use and display our name, logo, trademarks, and other brand identifiers (“Birdeye Data Marks”) for the sole purpose of promoting our products/services and Birdeye Data and in accordance with any branding guidelines we provide and any applicable Program Specific Terms. All use of Birdeye Data Marks (and goodwill associated therewith) inures to our benefit.
2. Ownership. You own and retain all intellectual property rights in your content, except (i) to the extent such content incorporates any Birdeye Data Intellectual Property; and (ii) for the licenses granted herein. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our products/services, Birdeye Data Referral Content, and Birdeye Data Marks, including any modifications and derivative works thereto (“Birdeye Data Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Birdeye Data.
3. License to Your Content. You grant us a limited irrevocable, perpetual, worldwide, nonexclusive, transferable, and royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Program through any medium or channel, including Birdeye Data-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote Birdeye Data and Birdeye Data’s products and services.
Confidentiality
In the event that you receive information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in the course of your participation in our Programs, you shall hold such Confidential Information in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in these Terms. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third-party, except as specifically authorized by us in writing.
Suspension & Termination
You acknowledge and agree that either you or we may suspend or terminate your participation in a Program at any time, with or without cause, by giving the other party written notice. Accordingly, your rights to use any Referral Code, Birdeye Data Referral Content, and the Birdeye Data Marks shall cease upon suspension or termination. We may hold accrued unpaid Rewards for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or downgraded subscriptions).
Disclaimers
We do not make any representations, warranties, or covenants regarding the amount of traffic or rewards you can expect at any time in connection with any Program. We will not be liable for any actions you undertake based on your expectations. Any information or materials we provide, including any Referral Code(s), are provided "as is" without any warranties. You acknowledge and agree that Referral Codes may operate on a "last-click" model and we are not responsible for any payment of fees if a customer transaction is not completed using your Referral Code. To the extent permitted by law, we expressly disclaim all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
Indemnification
You will defend, indemnify, and hold harmless Birdeye Data, its officers, directors, employees, agents, and referrers (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by Birdeye Data arising from any third-party claims related to: (a) your breach of these Terms or applicable law or regulation; (b) your website, your content, or materials used by you in connection with any Program; and (c) your negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Birdeye Data is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defence of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.
Limitation of Liability
To the fullest extent permitted by applicable law, Birdeye Data will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including any loss of profits, revenue, business opportunities, or goodwill, arising out of or relating to these Terms or the Referral Program, even if we have been advised of the possibility of such damages.
Governing Law and Jurisdiction
The Terms are governed by Singapore law, regardless of conflict of law principles. You agree to submit to the exclusive jurisdiction of the Singapore courts.
Other Terms
1. General. These Terms supersede any prior agreements or understandings between all parties regarding the subject matter hereunder. The Terms, including any Program Specific Terms, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Terms will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to these Terms.
2. No Assignment. You cannot assign these Terms, whether by operation of law or otherwise, without our express prior written approval. Subject to this restriction, these Terms will be binding on, benefit, and be enforceable against all parties, their successors, and assigns.
3. Survival. All sections in these Terms, which are either explicitly stated to survive or are implicitly intended to survive termination or expiration, shall continue to survive regardless of the termination or expiration of the Terms.
4. No Economic Sanctions. By registering for a Program, you declare and ensure that you are not subject to any sanctions regulations, nor do you reside in a country that is subject to any sanctions regulations.