Partner Program Terms
Effective date: 23 September 2026 · Last updated: 23 September 2026
These Partner Program Terms (“Partner Terms”) are an agreement between you and diapr.ai (“we”, “us”, “our”), based in Whitby, Ontario, Canada. They govern your participation in the diapr.ai Founding Partner Program (the “Program”). You accept them when you agree to them while signing up in our partner portal, or by taking part in the Program. If you sign up for a business, you confirm that you are authorized to accept these Partner Terms for it, and “you” then means that business. If you do not agree, do not join the Program.
If you joined before 23 September 2026: we will email you these Partner Terms. They apply to you from 23 October 2026, unless you accept them sooner or leave the Program before then.
- 1. About the Program and these terms
- 2. Joining and eligibility
- 3. Your code and how referrals are tracked
- 4. What your code gives families
- 5. Commissions
- 6. Payouts and taxes
- 7. Your free diapr Premium
- 8. Disclosing that you're a partner
- 9. Honest promotion and accurate claims
- 10. No health claims, and professional rules
- 11. Prohibited promotion methods
- 12. Self-referral and fraud
- 13. Using our name and logos
- 14. Privacy and confidentiality
- 15. What you can count on from us
- 16. Our relationship
- 17. Leaving or ending the Program
- 18. Changes to these terms or the Program
- 19. Disclaimers and limitation of liability
- 20. Indemnification
- 21. Disputes and governing law
- 22. General terms
- 23. How to contact us
1. About the Program and these terms
The Program lets professionals and others who support new families share a diapr code and earn a commission when a new family subscribes with it. It is run on FirstPromoter, a partner-management platform we use as a service provider. Your partner portal (the “dashboard”) is at diapr.firstpromoter.com. Our marketing page for the Program is diapr.ai/partners.
- Which documents apply. These Partner Terms govern the Program. Our Terms of Service and Privacy Policy continue to apply to your own use of the diapr app, and our Privacy Policy explains how we handle your information as a partner. These Partner Terms add to our Terms of Service; they do not replace them. If they conflict about the Program, these Partner Terms win.
- Summaries are not the terms. The partners page, the earnings calculator, emails, FAQs and the dashboard summarize the Program. If anything there differs from these Partner Terms, these Partner Terms control.
- FirstPromoter's terms. FirstPromoter may ask you to accept its own terms to use its portal. Those terms cover the portal only. They don't change what we owe you or what you owe us under these Partner Terms.
A few words we use throughout:
- “Code” means a partner code you create in your dashboard.
- “Referred family” means a new customer who enters your code at our Stripe checkout and starts a diapr Premium subscription, as recorded by FirstPromoter (Section 3).
- “Good standing” means your partner account is active and not suspended, and you are not in material breach of these Partner Terms.
- “Active partner” means a partner in good standing whose participation in the Program has not ended (Section 17).
2. Joining and eligibility
- Open sign-up. Anyone who meets these requirements can sign up in the partner portal. Applications are approved automatically, so you can start right away.
- Age. You must be at least 18 years old (or the age of majority where you live, if higher) and able to enter into a binding contract.
- One account. Each person or business may have only one partner account.
- Québec. For now, the Program is not open to residents of Québec. We will open it to them once these Partner Terms are available in French.
- Accurate information. The information you give us (your name, email, business details, and payout and tax details) must be accurate, and you must keep it up to date.
- Our discretion. Even though approval is automatic, we may decline, suspend or remove any partner at any time, for example to protect families, our brand or the Program. What happens to your commissions if we do is set out in Section 17.
3. Your code and how referrals are tracked
- You create your code. You create your own code or codes in your dashboard. You choose the code text; the discount it gives is fixed by us (Section 4). We may reject, change or deactivate a code that is misleading, offensive, makes a health claim, uses someone else's name or brand without permission, or looks like an official diapr promotion.
- Codes are Stripe promotion codes. A family uses your code by typing it into the promotion-code box at our Stripe checkout when they subscribe. A code can't be added after checkout.
- Tracking is by code only. A family counts as your referral only if they enter your code at Stripe checkout. Partner referral links (for example, links from your dashboard) do not track sign-ups, because families sign up in the diapr mobile app. A subscription bought any other way (for example, through an app store, where available) can't use a code and is not attributed to you.
- No retroactive credit. If a family forgets to enter your code, or enters someone else's, we can't credit it to you afterwards.
- One code per checkout. Only one code can be used per checkout. If more than one partner tells a family about diapr, the code actually entered decides the referral.
- Friend referrals come first. A family with a pending in-app friend referral will not see the code box at checkout, so your code can't be used for that family.
- Our records. FirstPromoter's records of codes, referrals and commissions decide who referred whom and what was earned. You can question a record as described in Section 6.
4. What your code gives families
Your code gives families the following offer on diapr Premium only (not Plus). Prices are in US dollars.
- Premium monthly ($9.99/month). After the standard 7-day free trial, the family's first 6 monthly invoices are $0. After that, they pay $9.99 a month.
- Premium annual ($89.99/year). The family's first year is $44.99 (half price, or 6 months' worth). After that, they pay $89.99 a year.
- Automatic renewal. The subscription renews automatically at the normal price unless the family cancels.
- New customers only. The code works only for families who have never started a diapr trial, subscription or payment. Families who have only used diapr's free plan and never checked out still count as new. Existing and former paying customers can't use a code, and no commission is earned for them.
- One code per checkout, and a code can't be combined with an in-app friend referral (Section 3).
We set the offer. We may change it for future checkouts with notice to you (Section 18). Families who have already redeemed a code keep the discount they received.
5. Commissions
- What you earn. You earn a commission of 40% of the amounts a referred family actually pays us, excluding taxes and net of refunds, credits and chargebacks. You earn it on every payment the family makes, for as long as that family stays subscribed. That is what we mean by “40% for life”: for the life of each referred family's subscription.
- What “stays subscribed” means. A referred family stays subscribed while it keeps paying for a diapr subscription on the same diapr account it used with your code. That includes switching between monthly and annual, or between Premium and Plus. If the family cancels and later subscribes again on the same account, you earn on those payments too. If we ever move a referred family's billing off Stripe (for example, to an app store), we will give you at least 30 days' notice and keep crediting you for that family's payments wherever we are able to track them.
- Founding partners. If your partner account was created in 2026, you are a founding partner and your rate is 40%, and it stays 40%. Partners who join in 2027 start at 30%. The year you joined is the year your partner account was created, as shown in your dashboard.
- Rate lock. We will not lower your commission rate on families you have already referred, while you remain a partner in good standing and after your participation ends, as described in Section 17.
- No commission on $0 invoices. Commission is earned only on real payments. On the monthly plan, a referred family's first 6 invoices are $0, so your first commission for that family is usually earned about 6 months and 7 days after they subscribe, and paid in the following month's payout once your balance reaches US$25 (Section 6). On the annual plan, your first commission is earned at the family's first annual charge.
- Examples at 40% (before any refund, and excluding taxes): about $4.00 for each $9.99 monthly payment; about $18.00 on a $44.99 first annual payment; and about $36.00 on each later $89.99 annual payment.
- Refunds and chargebacks. If a payment is refunded or charged back, the commission on it is reversed. The reversal shows as a negative commission and is subtracted from your current or future commissions. If you leave the Program with a negative balance, we will only offset it against commissions you earn later. We will not ask you to repay it unless it resulted from fraud or a breach of these Partner Terms.
- Currency. Commissions are calculated and paid in US dollars.
- No other compensation. Commissions and your free Premium (Section 7) are the only compensation for the Program. You are responsible for your own costs.
6. Payouts and taxes
- Schedule. We pay commissions monthly through FirstPromoter. Commissions earned in a calendar month are paid by the end of the following month. The gap is a review window that allows refunds and chargebacks to settle before we pay. A commission is “approved” once it has passed that review window and is not on hold under Section 12.
- Minimum payout. The minimum payout is US$25. A smaller balance rolls over to the next month until it reaches the minimum. We never cancel a balance because it is under the minimum. If no new commissions have been added to your balance for 12 months, or if you ask us to delete your partner account entirely (Section 17), we will pay any approved balance, even under US$25, in the next payout run, as long as you have a valid payout method.
- Payment method. We pay by PayPal. We may offer other methods at our discretion. Fees or currency conversion that your payment provider charges on its side are your responsibility.
- Your payout details. You must keep your payout details accurate. We are not responsible for a payment sent to details you gave us. If we can't pay you because your details are missing or invalid, we will hold your balance until you fix them.
- Questions about a commission. If you think a commission or payout is wrong, tell us within 60 days of the payment, payout or dashboard entry concerned. For a commission you think is missing, tell us within 60 days of when you could reasonably have noticed it. We will review it in good faith. After that, the recorded amount is final, except that either of us may still correct a clear calculation error.
- Where you live. Tell us your country (and province or state) of residence when you sign up, and keep it up to date. If you do not live in Canada, tell us before you provide any services in person in Canada (for example, while visiting clients here), because Canadian tax withholding may apply.
- Taxes. You are responsible for your own taxes on what you earn in the Program, including any tax on the value of your free Premium. When we or our payout provider ask, you must provide accurate tax information (for example, a W-9 or W-8BEN form) before we pay you. We may withhold amounts where the law requires it. We will ask for a government identification number, such as a Social Insurance Number, only where the law requires it, and we will tell you why.
- Sales taxes. Commissions do not include GST/HST. If you are registered for GST/HST, give us your registration number and we will add GST/HST to your commissions at the applicable rate. Outside Canada, commissions are the full amount we pay, including any VAT or similar sales tax that may apply to them.
7. Your free diapr Premium
- What you get. Every partner gets their own diapr Premium free while they are an active partner in good standing: one Premium subscription per partner account.
- How it's applied. Start a Premium subscription in the diapr app with a payment method on file, and we will apply a 100% discount to it. If the email you use in the diapr app is different from your partner account email, enter your app email when you sign up (or tell us) so we can match your accounts. If you are charged for Premium while you are an active partner, tell us and we will refund that charge.
- It's a material connection. Free Premium is something of value you receive from us, so it must be disclosed along with your commission (Section 8).
- Personal and non-transferable. The perk is for your own diapr account. It has no cash value and can't be transferred.
- When it ends. If you leave the Program or we remove you, the perk ends after 30 days' notice by email. The notice will tell you the Premium price that will apply and how to cancel. After the notice period, normal billing resumes at the then-current Premium price on your payment method unless you cancel before then.
- No quotas. There are no posting or referral quotas. Your perk and your commissions never depend on posting positive content or reviews. The only inactivity rule is in Section 17, and it is based on signing in and replying to us, not on referrals or posts.
8. Disclosing that you're a partner
You earn a commission and get Premium free, and the people you're talking to need to know that. The U.S. Federal Trade Commission's rules (including its Endorsement Guides) and Canada's Competition Act require it, and Ad Standards' influencer disclosure guidelines in Canada set out how to do it well. Similar laws apply elsewhere.
- Clear and close to the recommendation. Put the disclosure in the post, message, handout or email itself, next to your code or recommendation, where people will see it without clicking “more” or opening your profile. Don't bury it among hashtags or links.
- Video, audio and live. Say it out loud (and show it on screen, for video) near the start, and repeat it during long streams.
- Plain words work best. For example: “I earn a commission if you subscribe with my code, and diapr gives me Premium free.” If you add a tag, use #diaprPartner or #diaprAffiliate alongside those words. A tag on its own (including #ad) is not enough, and vague tags (#sp, #spon, #collab, #partner, #ambassador) don't count.
- Examples you can copy (use your own code in place of MAYA):
- Social post: “New to diapr? Use my code MAYA for 6 months of Premium free on the monthly plan (after the 7-day trial, then $9.99/mo), or $44.99 for your first year on annual (then $89.99/yr). New customers only; one code per checkout; renews unless you cancel. I earn a commission if you subscribe with my code, and diapr gives me Premium free. #diaprPartner”
- Video, podcast or live (near the start): “Quick heads-up: I'm a paid diapr partner. I earn a commission if you subscribe with my code, and I get Premium free.”
- Handout for clients or patients: “I'm a diapr.ai partner: I earn a commission if you subscribe with my code, and I get diapr Premium free. Using diapr is entirely your choice and doesn't affect the care I give you. diapr is a baby tracker, not medical advice.”
- What doesn't count on its own. A disclosure only in your bio or profile, in a comment, a platform's “paid partnership” label by itself, or the code itself.
- Same language. Disclose in the same language as your content.
- Everywhere. This applies on every platform and in every format, including websites, newsletters, podcasts, printed handouts, and one-to-one conversations or messages with clients.
Sections 8 to 10 are our disclosure and claims guidance, and we may add more in your dashboard or by email. We may review your public content about diapr. If we ask you to correct or remove content that doesn't follow these Partner Terms, you must do so within 72 hours.
9. Honest promotion and accurate claims
- Honest, from real use. Recommend diapr only based on your honest opinion and your real experience. Don't invent testimonials, results or stories.
- Describe the offer accurately. Whenever you mention the offer, include its key conditions: new diapr customers only; diapr Premium only; monthly: 6 monthly invoices free after the 7-day trial, then $9.99/month; annual: $44.99 for the first year, then $89.99/year; renews automatically unless cancelled; one code per checkout. Don't call it “free” without those conditions nearby. When space is short (for example, a short video or a text message), still say who the offer is for, what is free, what it costs afterwards and that it renews (for example, “New to diapr? 6 months of Premium free on monthly, then $9.99/mo; renews unless you cancel”), and add “Full details: diapr.ai/terms/#partner-codes”.
- Accurate claims about diapr. Describe diapr's features, prices and privacy practices accurately, and don't compare diapr with other products in a way you can't back up.
- No fake or undisclosed reviews. Don't write, buy or arrange fake reviews or ratings (including in the App Store and Google Play). Don't review diapr anywhere without disclosing that you're a partner. Don't offer families anything in exchange for a review.
- Keep offer posts current. If we tell you the family offer is changing, update or remove posts that describe the old offer by the date the change takes effect (or within 7 days of our notice, if we give shorter notice under Section 18).
10. No health claims, and professional rules
See Section 4 of our Terms of Service. Please promote it that way.
- No medical or health claims. Don't say or suggest that diapr diagnoses, treats, cures, prevents or monitors any condition, improves health, feeding or sleep outcomes, replaces professional care, or is clinically validated or endorsed by any medical body.
- Not clinical advice. Don't present diapr, or your recommendation of it, as clinical or medical advice.
- Regulated professionals. If you are a clinician, nurse, midwife, doula, lactation consultant, dietitian or other professional, you must follow the rules of your regulator, college, certifying body and employer on referrals, compensation, conflicts of interest and disclosure to clients and patients. In particular:
- tell clients and patients that you have a financial interest in recommending diapr;
- never make care, services or pricing depend on whether someone uses diapr;
- never use patient or client records to promote diapr; and
- don't overstate your expertise or present your recommendation as a clinical judgment.
- If your rules don't allow commissions. Tell us, and we can switch off commissions on your account. You can then still share a code, and keep your free Premium if your rules allow it.
11. Prohibited promotion methods
These methods are not allowed:
- Spam. Don't send unsolicited commercial emails, texts, direct messages or other messages. Follow Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (TCPA) and similar laws. That means having consent where required, identifying yourself, using accurate subject lines, making clear that the message is promotional, including your postal address, and including a working unsubscribe option that you honor within 10 business days. Automated marketing texts to U.S. numbers need prior express written consent. Don't use bought, rented or scraped contact lists. Send messages in your own name, never as if they came from diapr.
- Bidding on our brand. Don't bid on “diapr”, “diapr.ai” or any misspelling or variation of them as keywords in paid search, social or other advertising, or use them in ad text, display URLs, domain names, app names or social media handles.
- Coupon sites. Don't post or submit your code to coupon, deal, cashback, voucher or code-sharing sites, apps or browser extensions.
- Extra incentives. Don't offer families cash, rebates, gifts or any other incentive to use your code, beyond the offer we provide.
- Misleading claims. Don't make false or misleading claims about diapr, its features, prices, privacy practices or the offer, or post fake reviews (Section 9).
- Impersonation. Don't present yourself as diapr, diapr staff or diapr support, or make your content or ads look like they come from diapr.
- Altered logos. Don't change our logos or other brand assets, or use any that we haven't supplied to you (Section 13).
- Targeting minors. Don't direct your promotion of diapr at people under 18.
- Collecting data for us. Don't collect families' personal or health information on our behalf, or sign families up or enter checkout details for them.
- Fake engagement. Don't buy followers, likes, views or clicks, or use bots or other artificial means to promote your code.
- Harmful content. Don't promote diapr alongside content that is unlawful, hateful, harassing, sexually explicit or harmful to children.
12. Self-referral and fraud
- No self-referral. You may not use your own code for yourself, your household, or any account you own or control. You don't need to: your own Premium is free (Section 7).
- No fraud. You may not create fake or duplicate accounts, use stolen or unauthorized payment methods, arrange sign-ups that are later cancelled or refunded to generate commissions, or otherwise game the Program.
- Commissions that aren't earned. Commissions are not earned on sign-ups that came from self-referral, fraud, spam, bidding on our brand, coupon sites or extra incentives (Sections 11 and 12). If they have already been paid, we reverse them as negative commissions.
- Other compliance problems. For other problems, such as a missing disclosure or an inaccurate claim (Sections 8 to 11), we will first ask you to fix them within 72 hours (Section 8). If you don't, or the problem is serious or repeated, we may suspend or remove you, and commissions we reasonably link to the problem are forfeited (Section 17).
- Investigations. If we reasonably suspect a problem, we may hold the affected commissions for up to 90 days while we investigate. We will tell you why they are on hold and what we decide.
13. Using our name and logos
- Limited license. While you are a partner in good standing, we give you a limited, revocable, non-exclusive, non-transferable license to use the diapr and diapr.ai names and the logos and assets we supply to you (in your dashboard or otherwise), only to promote diapr under these Partner Terms.
- Use them as supplied. Use our assets without changes and follow any brand guidelines we give you. Don't combine our marks with your own name or logo in a way that suggests diapr owns, runs or endorses your business.
- No registrations. Don't register domains, social media handles, app names or trademarks that contain “diapr” or anything confusingly similar.
- Ownership. We own our names, logos and assets, and all goodwill from their use benefits us. We may ask you to stop a particular use at any time, and you must stop using them all when you leave the Program.
- Your content stays yours. You own the content you create. These Partner Terms don't give us any right to reuse it.
14. Privacy and confidentiality
- Information about referred families. Your dashboard may show limited information about the families who used your code, such as their email address (which may be partly masked), subscription status and the commissions they generate. You must keep it confidential and use it only for the Program. You must not use it to identify, contact or market to families, combine it with other information, or share it. Delete any copies you made when you leave the Program.
- Families' personal and health information. Families share their information with us directly, under our Privacy Policy. Don't collect it on our behalf (Section 11).
- Your information. We handle your information as a partner (such as your name, email, payout and tax details, codes, and referral and commission records) under our Privacy Policy. It is processed by us and by our service providers, including FirstPromoter and Stripe; payouts are made through PayPal. Your information may be processed outside Canada.
- Confidential information. Keep confidential any non-public information we share with you about the Program or diapr, such as upcoming offers, until we make it public.
15. What you can count on from us
- A dashboard where you can create codes and see your referrals, earnings and payouts.
- Approved logos and assets, and disclosure and claims guidance (starting with Sections 8 to 10) to help you promote diapr properly. The assets and sample wording we supply won't make health claims.
- At least 30 days' notice of material changes to these Partner Terms or the Program (Section 18).
- Payment on the schedule in Section 6.
- The rate lock on families you referred (Section 5), and continuing commissions after you leave, as described in Section 17.
- An explanation whenever we reverse, hold or withhold a commission.
16. Our relationship
- Independent. You are an independent contractor. These Partner Terms do not create an employment, agency, partnership, joint-venture or franchise relationship. You are not our agent or representative.
- Non-exclusive. You may promote other products and services, including competing ones, and we may work with other partners.
- Your way. You decide whether, when, where and how to promote diapr, using your own tools, as long as you follow these Partner Terms and the law. There are no quotas.
- People who share for you. You are responsible for anyone who shares your code on your behalf, such as your staff or colleagues at your practice, and you must make sure they follow these Partner Terms. Don't pay or recruit other people to post your code, and don't set up sub-affiliates.
- No authority to bind us. You may not make promises, commitments or statements on our behalf, beyond accurately describing the offer.
- Your business, your costs. You are responsible for your own expenses, business registrations, insurance and professional licenses.
17. Leaving or ending the Program
- You can leave at any time by emailing [email protected]. When you leave, we deactivate your codes for new checkouts but keep your partner account open in a payout-only state, so you can still see your referrals and keep receiving the commissions described below.
- We can end your participation at any time by email. We may also suspend your account and codes immediately while we investigate a suspected breach, fraud or legal risk.
- If you leave, or we end your participation or the Program without cause, you keep earning commission on families you already referred, at your rate, for as long as those families stay subscribed, provided you keep a valid payout method on file. Payouts continue on the schedule in Section 6.
- Inactivity. If we end your participation because your account is inactive, that counts as ending it without cause. We treat an account as inactive only if, for 12 months in a row, you haven't signed in to your dashboard and haven't replied to our emails. Referral numbers and posting are never part of it. We will email you 30 days before, and signing in during that time keeps your account active.
- Deleting your account is different from leaving. If you ask us to delete your partner account entirely, future commissions stop. Before we delete it, we will confirm with you that you understand this, and pay any approved balance, even under US$25 (Section 6).
- If we remove you for breach of these Partner Terms or fraud, you forfeit unpaid and future commissions tied to that breach or fraud. Commissions that are not tied to it continue to be paid as described above.
- When your participation ends: your codes are deactivated for new checkouts (families who already used them keep their discount); you must stop using our names, logos and assets; within 30 days, you must stop distributing and, where reasonably possible, remove or update content that includes your code; you must delete any referred-family information (Section 14); and your free Premium ends after 30 days' notice (Section 7).
- Survival. Sections that by their nature should survive continue after your participation ends, including Sections 5, 6, 7, 12, 13, 14 and 17 to 22.
18. Changes to these terms or the Program
- Notice. We may change these Partner Terms, the family offer or the Program. For material changes, we will give you at least 30 days' notice by email and in your dashboard before they take effect.
- Urgent changes. We may make a change sooner where the law requires it, or to stop fraud or abuse of an offer or code. We will tell you as soon as we can. Such a change never reduces commissions you have already earned and never affects the rate lock.
- Going forward only. Changes apply from their effective date. They never reduce commissions you have already earned, never lower your rate on families you have already referred, and never lower a founding partner's 40% rate.
- Your choice. If you don't agree with a change, you can leave the Program before it takes effect (Section 17 still applies). If you stay in the Program after the effective date, you accept the updated Partner Terms.
- Ending the Program. If we decide to end the Program, we will give at least 30 days' notice, and Section 17 applies as if we had ended your participation without cause.
- Version history. We keep the date of the current version at the top of this page and a list of versions below. We keep a record of the version you accepted.
19. Disclaimers and limitation of liability
THE PROGRAM, THE DASHBOARD AND OUR TRACKING ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXCEPT AS EXPRESSLY STATED IN THESE PARTNER TERMS. WE DO NOT GUARANTEE ANY LEVEL OF EARNINGS, REFERRALS OR CONVERSIONS, OR THAT THE DASHBOARD OR TRACKING WILL BE UNINTERRUPTED OR ERROR-FREE. THE EARNINGS CALCULATOR ON OUR PARTNERS PAGE IS AN ILLUSTRATION, NOT A PROMISE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, diapr.ai AND ITS AFFILIATES, OFFICERS AND EMPLOYEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, ARISING FROM OR RELATED TO THE PROGRAM. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROGRAM WILL NOT EXCEED THE GREATER OF (a) THE COMMISSIONS WE PAID YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) USD 100.
These limits do not apply to amounts we owe you under Sections 5, 6 and 17 (including commissions you have earned but we have not yet paid, continuing commissions and the rate lock), to fraud or willful misconduct, or to anything that cannot be limited under applicable law. Our obligations under Section 20 are subject to these limits. Your own diapr account remains covered by our Terms of Service.
20. Indemnification
By you. To the extent permitted by law, you agree to defend, indemnify and hold harmless diapr.ai and its affiliates, officers, employees and agents from any claims, damages, losses, liabilities, penalties and reasonable expenses (including reasonable legal fees) arising from: (a) your content, messages, ads and statements about diapr, except statements that accurately repeat materials we supplied to you; (b) your breach of these Partner Terms; (c) your violation of any law, including advertising, endorsement, anti-spam, telemarketing and privacy laws (such as the FTC Act, the Competition Act, CASL, CAN-SPAM and the TCPA); or (d) your breach of your professional or regulatory obligations. This does not apply to the extent a claim arises from our own breach, negligence or willful misconduct.
By us. We will defend and indemnify you against third-party claims: (a) that the logos, assets or sample wording we supply infringe someone else's intellectual property rights, as long as you used them as supplied and in line with these Partner Terms; and (b) arising from the diapr app itself or our handling of families' data, where you promoted diapr in line with these Partner Terms and the claim is not about your own statements, advice or conduct. Our obligations under this paragraph are subject to the limitation of liability in Section 19.
21. Disputes and governing law
Please read this section carefully: it affects how disputes are resolved. It follows the approach in Sections 15 and 16 of our Terms of Service, with some changes to make it fair for partners.
- Talk to us first. Before starting any formal proceeding, you agree to contact us at [email protected] and allow 30 days to try to resolve the dispute in good faith. We agree to do the same with you.
- Small claims. Either of us may bring an individual claim in a small-claims court that has jurisdiction, such as the Ontario Small Claims Court, instead of arbitrating.
- Binding arbitration. Otherwise, any dispute that can legally be arbitrated will be resolved by binding arbitration on an individual basis under Ontario's Arbitration Act, 1991, before a single arbitrator seated in Ontario. If we can't agree on an arbitrator within 30 days, either of us may ask the ADR Institute of Canada (ADRIC) to appoint one. Hearings may be held by video. If you start an arbitration, you pay no more in arbitration fees than the fee to file a claim in the Ontario Small Claims Court, and we pay the rest of the arbitrator's and administrative fees. We pay all of those fees for an arbitration we start. Each of us pays our own lawyers, unless the arbitrator finds that a claim was frivolous or brought in bad faith. This agreement to arbitrate is mutual.
- Individual claims only. To the extent permitted by law, disputes will be resolved only individually, and you and we waive any right to take part in a class, collective or representative action, and to a jury trial.
- Opt-out. You may opt out of arbitration within 30 days of first accepting these Partner Terms by emailing us your name and partner account email. Disputes are then resolved in the courts of Ontario. Opting out does not affect any other part of these Partner Terms.
- Governing law. These Partner Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The venue for arbitration and, where a court is permitted, for litigation is Ontario, Canada.
- Where the law protects you. This section applies only to the extent permitted by law and does not take away any right that the law does not allow to be waived.
22. General terms
- Entire agreement. These Partner Terms, together with our Terms of Service and Privacy Policy, are the entire agreement between you and us about the Program and replace any earlier agreements or understandings about it.
- Electronic acceptance. You may accept these Partner Terms electronically, and we keep a record of the version and date you accepted.
- Notices. We send notices to the email address on your partner account and in your dashboard. You can send notices to [email protected].
- Assignment. You may not transfer your partner account, these Partner Terms or your commissions without our written consent. We may assign these Partner Terms, for example in connection with a merger or sale, and anyone we assign them to will be bound by them, including your rate lock and continuing commissions.
- Severability. If any provision is found unenforceable, it will be limited or removed to the minimum extent necessary, and the rest remains in effect.
- No waiver. A failure by either of us to enforce a provision is not a waiver of it.
- Force majeure. Neither of us is liable for delays or failures caused by events beyond our reasonable control. This does not excuse our obligation to pay commissions you have earned once the event has passed.
- No third-party beneficiaries. These Partner Terms are only for you and us.
- Language. These Partner Terms are written in English. Until a French version is available, the Program is not open to residents of Québec (Section 2). Your disclosures must be in the language of your content (Section 8).
- Headings and examples. Headings, the summary at the top of this page, and examples are for convenience only. “Including” means “including but not limited to”.
23. How to contact us
diapr.ai
31 Baldwin St N, Whitby, Ontario L1M0A7, Canada
Partner questions: [email protected] (please put “Partner Program” in the subject)
Privacy: [email protected]
Version history
- 23 September 2026: first published version.
These Partner Terms are provided in good faith. They are not legal advice.