Stamped
Partner Program Agreement
By signing up for and participating in the Stamped Partner Program, you are agreeing to be bound by the following Partner Program Agreement (the "Agreement") and represent that you have both the authority to enter into this Agreement on behalf of the entity you represent and to bind that entity to this Agreement. This Agreement governs your participation in the Partner Program and is an agreement between WeCommerce Holdings Limited Partnership dba Stamped (“Stamped“) and you or the entity you represent (“you” “You“, or “Partner“) together, the "Parties", and each a "Party". Stamped reserves the right to update and change the Agreement by posting updates and changes here.
You must read, agree with and accept all of the terms and conditions contained in this Agreement, including our Privacy Policy and Terms of Service. For the avoidance of doubt, our Privacy Policy and Terms of Service form part of this Agreement and are incorporated herein by reference. IF YOU DO NOT ACCEPT OR UNDERSTAND THIS AGREEMENT, YOU MAY NOT REGISTER FOR OR PARTICIPATE IN THE STAMPED PARTNER PROGRAM.
1 DEFINITIONS
1.1 “Active Partner” means that you are within good standing with Stamped and have completed all necessary relevant Partner Program requirements.
1.2 “Confidential Information” means all data and information of a confidential nature of one Party disclosed by such Party to the other Party under this Agreement, as well as information that one Party knows or reasonably should know that the other Party regards as confidential, including business practices, software, technical information, future product/services plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans or projects, and services. Confidential Information may be communicated orally, in writing, or in any other recorded or tangible form.
1.3 “Eligible Referral” means a Sales Lead (a) which, at the time Partner identifies such Sales Lead, is not already an existing customer of Stamped or was not already involved in preliminary or advanced discussions with Stamped relating to the sale of Stamped Products, (b) which has not previously been submitted to Stamped by the Partner any other third party, (c) for which Stamped accepts the Sales Lead from Partner as further described in Section 4.4(b) below, and (d) with which Stamped enters into an agreement (excluding trial agreements) to provide the Stamped Products no later than thirty (30) days after Stamped’s receipt of the Sales Lead for such Eligible Referral from Partner.
1.4 “Intellectual Property Rights” means all intellectual property and proprietary rights now known or hereafter recognized in any jurisdiction, including rights associated with any of the following (i) patents, patent applications, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), (ii) trademarks, service marks, domain names, trade dress, and other indicia of source, together with the goodwill associated therewith, (iii) copyrights, moral rights and works of authorship (whether or not copyrightable), and (iv) trade secrets, know-how, technologies, software, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and other Confidential Information.
1.5 “Stamped Materials” means any collateral materials describing Stamped Products provided to Partner by Stamped for use in connection with this Agreement.
1.6 “Stamped Products” means Stamped’s proprietary Ecommerce marketing software platform and related services, as further described on Stamped’s website, www.Stamped
1.7 “Partner Portal” means the web-based application where Partner may access and obtain Stamped Materials and other marketing resources for the Stamped Products, register Sales Leads, review its applicable Partner status, and receive other technical details and support related to the Stamped Products and participation in the Partner Program.
1.8 “Partner Program” means Stamped’s partner program, as described in this Agreement.
1.9 “Partner” means an individual or entity that has agreed to the terms of this Agreement and participates in the Stamped Partner Program. The different types of Partner Tracks are listed below:
“Premium Partner” is an Active Partner who: (i) has been accepted by Stamped into the Partner Program and (ii) performs Referral Services.
“Pro Partner” is an Active Partner who: (i) has been accepted by Stamped into the Partner Program, (ii) has a minimum of 5 active paid customers using Stamped Products and (iii) performs Referral Services.
1.10 “Referral Services” means the marketing and promotion of Stamped Products and the referral of leads for the sale of Stamped Products, as further described in this Agreement.
1.11 “Sales Lead” means a potential or prospective customer for Stamped Products that is identified to Stamped by Partner via the Partner referral link or the personal Partner lead form submitted through the Partner Portal.
2 PARTNER PROGRAM ACCEPTANCE
2.1 Acceptance. You must complete and submit a Partner Program application to become a Partner. Stamped will review your application and notify you whether you have been accepted to participate in the Partner Program via email.
2.2 Account. Upon acceptance, you agree to create an account through the Partner Portal (“Account“) and complete any Enrolment Criteria set forth in Section 5.2(a). In registering an Account, you agree to (a) provide true, accurate, current and complete information as prompted by the Partner Program application form (the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (c) notify Company immediately of any unauthorized use of your password or any other breach of security; and (d) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Stamped has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Stamped has the right to suspend or terminate your Account and refuse any and all current or future participation in the Partner Program. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
3 DESCRIPTION OF SERVICES
3.1 Partner Program Tracks. The Partner Program consists of two different tracks: the Premium and the Pro (each, a “Partner Program Track”). Stamped shall designate Partner’s applicable Partner Program Track in Stamped’s notification of acceptance into the Partner Program. Each Partner Program Track, will, at a minimum, include the Referral Services, but may include additional marketing and other related services as specified herein.
Premium Track. If Partner is designated as a Premium Partner, Partner shall provide the Referral Services in accordance with this Agreement.
Pro Track. If Partner is designated as a Pro Partner, Partner shall provide (a) the Referral Services, (b) certain complimentary marketing services related to Stamped Products as may be further described in the Partner Portal, including but not limited to search engine optimization, marketing services, social media advertisement management, web development and design services, conversion rate optimization services, creative strategy consulting, brand development, content creation, data migration services and system integration services (collectively, the “Marketing Services,” (c) maintain a minimum of 5 active paid users of Stamped products, (d) certain customer support and maintenance services relating to the management of the Stamped Products for Stamped customers (“Stamped Customers“) pursuant to the proofs of service as more fully described in the Partner Portal, including but not limited to creating and executing marketing campaigns and services (collectively, the “Customer Services,” and together with the Referral Services and the applicable Marketing Services, the “Pro Track Services“). Pro Partner will be responsible for all functions relating to performance of the Customer Services, and Stamped shall have no obligation to provide any Customer Services or have any liability under any agreement that Partner may enter into with any Stamped Customer with respect to the Customer Services.
3.2 Tiers. In addition to the applicable Referral Fees, Stamped may offer certain benefits to Partner based on the level of Partner’s participation in the applicable Partner Program Track and certain qualifying criteria, as further described in Stamped’s Partner Tiers and in the Partner Portal (each such level, a “Tier“). Stamped may, in its sole discretion, change the benefits available, and qualifying criteria for each Tier upon written notice to Partner. Partner’s Tier shall be reviewed twice a year to determine Tier eligibility, and Stamped reserves the right to raise or lower Partner’s Tier based on the Partner Program requirements.
3.3 Training. Upon reasonable request by Partner, Stamped will make good faith efforts to provide Partner with (a) sales training focused on the marketing and promotion of Stamped Products, and (b) in the case of Pro Partners, training focused on the management and support of Stamped Customers. In addition, Stamped may require that Partner participate in mandatory training and certification prior to the commencement of any Services or payment of Fees (as defined below). Stamped may offer additional training to Partner at different Tiers as more fully described in Stamped’s Partner Tiers and in the Partner Portal. Stamped may change any such training it provides from time to time in its sole discretion.
3.4 Quarterly Meetings. At the request of Stamped, the Partner agrees to meet, either in person or via teleconference, no less frequently than once every calendar quarter to discuss the status of the relationship contemplated herein.
3.5 Subcontracting. Partner shall not subcontract any of its obligations under this Agreement.
3.6 Competing Products and Business Practices. During the term of this Agreement, Partner shall promptly inform Stamped of Partner’s promotion, marketing, or distribution of any product or service offering similar functionality to any Stamped Product; provided, however, that the foregoing shall not limit Partner’s ability to promote, market, or distribute any such products or services. Partner shall (a) conduct its business under this Agreement in a manner that reflects favorably upon Stamped, Stamped Products, and Stamped’s goodwill and reputation, (b) not engage in illegal, deceptive, misleading, or unethical trade practices, and (c) not, and shall not permit any of its subsidiaries or affiliates, or any of its or their respective directors, officers, managers, employees, independent contractors, representatives, or agents to, promise, authorize, or make any payment, or otherwise contribute any item of value, directly or indirectly, to any third party, including any non-U.S. official, in each case, in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law.
4 REFERRAL SERVICES
4.1 Appointment. Stamped hereby appoints Partner, and Partner hereby accepts such appointment, as Stamped’s non-exclusive referral partner and provider of Referral Services.
4.2 Scope of Authority. With respect to Referral Services, Partner’s sole authority shall be to (a) market and promote Stamped Products as set forth in this Agreement, and (b) provide Sales Leads to Stamped. The Parties agree that Stamped will directly enter into agreements with Stamped Customers for the provision of Stamped Products to such Stamped Customers.
4.3 Restrictions. Partner shall not (a) sell, resell, distribute, license or sublicense the Stamped Products directly to any Sales Lead, but will instead refer all Sales Leads to Stamped; (b) make any statements concerning the Stamped Products that are false, misleading or inconsistent with the Stamped Materials or other materials (including price lists) published or otherwise supplied by Stamped from time to time; (c) make any commitments, warranties or guarantees to Sales Leads with respect to the Stamped Products, the pricing thereof, or Partner’s relationship with Stamped; (d) distribute any unsolicited bulk emails (spam) mentioning or referring to Stamped or the Stamped Products. Partner has no authority to (i) negotiate any contract for or on behalf of Stamped or (ii) bind Stamped to any contract, representation or understanding concerning Stamped or the Stamped Products, or any other products or services offered by Stamped that are outside the scope hereof.
4.4 Lead Process.
Identification of Sales Leads; Marketing and Promotion. During the term of this Agreement, Partner shall use commercially reasonable efforts to identify specific Sales Leads and market and promote Stamped Products to actual and potential Sales Leads. In the course of performing its obligations under this Section 4.4(a), Partner may provide actual and potential Sales Leads with the Stamped Materials as supplied to Partner by Stamped.
Sales Lead Registration. Partner must use the Partner referral link or have a lead approved by a Stamped Partner manager to refer prospective Sales Lead as a lead in the Partner Portal (“Sales Lead Registration Application“). Following the date of Partner’s submission of the Sales Lead Registration Application (the “Sales Lead Submission Date“), Stamped will review such Sales Lead Registration Application and notify Partner through the Partner Portal or via email whether Stamped agrees that such Sales Lead qualifies under this Agreement as an Eligible Referral. If Stamped notifies Partner that such Sales Lead is not an Eligible Referral, Partner will immediately cease all Referral Services with respect to such Sales Lead. If Stamped notifies Partner that such Sales Lead is an Eligible Referral, at Stamped’s request, Partner shall discuss each completed Sales Lead Registration Application in reasonable detail with Stamped, and will assist Stamped in making contact with the Eligible Referral by arranging an introduction, meeting, conference call, or other means of communication between Stamped and the Eligible Referral.
5 FEES; PAYMENT
5.1 Types of Fees; Payment.
Referral Fees. Subject to the terms of this Agreement and in consideration for Partner’s performance of the Referral Services and, as applicable, the Marketing Services and Customer Services, Stamped shall pay to Partner referral fees based on a percentage of the Eligible Referral’s net monthly subscription to the Stamped Products for the applicable calculation period, Partner’s Partner Program Track and the Tier applicable to Partner as of the Sales Lead Submission Date, as further described in Stamped’s Partner Tiers(the “Referral Fees“). Referral Fees shall be paid within forty-five (45) days after the end of each calendar quarter. The Partner can access the Partner Portal to see the details around the Eligible Referrals. Partner is solely responsible for remitting all taxes associated with any Referral Fees paid to it under this Agreement. All disputes related to Referral Fees must be submitted, in writing, to Stamped within thirty (30) days of release of payment and provide reasonable details to review the dispute.
Premium Partner Fees. A 10% referral fee, based on a percentage of the Eligible Referral’s net monthly subscription to the Stamped Products for the applicable calculation period, shall be paid to the Premium Partner for up to one year.
Pro Partner Fees. A custom referral fee of up to 20%, based on a percentage of the Eligible Referral’s net monthly subscription to the Stamped Products for the applicable calculation period, shall be paid to the Pro Partner. Details surrounding the fee amount and term shall be determine by Stamped in its sole discretion the details of which shall be transmitted to the Pro Partner via email through a separate signed agreement.
Stamped reserves the right to revise the percentages and Fees applicable to Partner and any ongoing obligations to pay Fees from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided to Partner via email or in the Partner Portal.
5.2 Requirements for Payment; Forfeiture.
In order to receive the applicable Fees under this Agreement, Partner must have: (i) agreed to the terms of this Agreement (ii) completed all information in our account information form (which can be accessed in the Partner Portal); (iii) and be in good standing as described in their relevant Partner Tier requirements, the “Enrollment Criteria”.
Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the Enrollment Criteria remain outstanding for six (6) months immediately following the date when an applicable Fee is due to Partner, then Partner’s right to receive such applicable Fee will be forever forfeited (each, a “Forfeited Transaction)“. Stamped will have no obligation to pay Partner any Fees associated with a Forfeited Transaction. Once Partner complies with all of the Enrollment Criteria, then you will be eligible to receive the applicable Fees for any Eligible Referrals (excluding any Forfeited Transactions).
Notwithstanding the foregoing, in the event that any Referral Fees are conditioned upon an Eligible Referral remaining a Stamped Customer for a certain period of time, if any such Eligible Referral cancels its subscription to the Stamped Products prior to the completion of the applicable time period, Partner shall not be entitled to such Referral Fees.
6 LICENSES AND OWNERSHIP
6.1 Stamped Marks. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Stamped grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Stamped trademarks, service marks, and logos set forth in the Partner Portal (the “Stamped Marks”) to perform its obligations under this Agreement. The use of all Stamped Marks, including placement and sizing, shall be subject to Stamped’s then-current trademark use guidelines, and can be found in the Partner Portal. Partner shall, upon request by Stamped, promptly provide Stamped with samples of all materials that use the Stamped Marks for Stamped’s quality control purposes. If, in Stamped’s discretion, the Partner’s use of the Stamped Marks does not meet Stamped’s then-current trademark usage policy, Stamped may, at its option, require Partner to revise such materials and re-submit them under this Section 6.1 prior to any further display. Except for the right to use the Stamped Marks set forth above, nothing contained in this Agreement shall be construed to grant to Partner any right, title or interest in or to the Stamped Marks, and all right, title, and interest in and to the Stamped Marks shall be retained by Stamped. Partner acknowledges that Stamped asserts its exclusive ownership of the Stamped Marks and the renown of the Stamped Marks worldwide. Partner shall not take any action inconsistent with such ownership and further agrees to take all actions that Stamped reasonably requests to establish and preserve its exclusive rights in and to the Stamped Marks. Partner shall not adopt, use, or attempt to register any trademarks, service marks, or trade names that are confusingly similar to the Stamped Marks or in such a way as to create combination marks with the Stamped Marks.
6.2 Stamped Materials. During the term of this Agreement, Stamped may make available to Partner certain Stamped Materials through the Partner Portal Assets section. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Stamped grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to distribute the Stamped Materials exactly as provided to Partner by Stamped to perform Partner’s obligations under this Agreement.
6.3 Ownership. As between Partner and Stamped, Stamped retains all right, title, and interest in and to (a) the Stamped Marks, (b) the Stamped Products, (c) the Stamped Materials, and (d) all Intellectual Property Rights related to any of the foregoing. There are no implied licenses under this Agreement.
7 REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and the performance of its obligations hereunder does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which it is a party, and (c) this Agreement has been duly executed and delivered by such Party and constitutes the valid and binding agreement of such Party, enforceable against such Party in accordance with its terms.
7.2 General Disclaimers. EACH OF STAMPED AND PARTNER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT HAS NOT RELIED UPON ANY WARRANTIES, EXPRESS OR IMPLIED, AND THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS, ASSURANCES, OR PROMISES THAT STAMPED WILL RECEIVE ANY NEW REFERRED CUSTOMERS OR NEW BUSINESS OR THAT PARTNER WILL RECEIVE ANY FEES AS A RESULT OF THIS AGREEMENT. STAMPED DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE STAMPED PRODUCTS, WHICH ARE PROVIDED AS-IS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7.3 Warranties to Third Parties. Except in the course of delivering the Stamped Materials as specifically permitted in Section 4.4, Partner shall not provide any representations or warranties to any Sales Lead or any other third party with respect to the Stamped Products.
8 CONFIDENTIALITY
8.1 Confidentiality. Each Party shall maintain in confidence all Confidential Information disclosed to it by the other Party. Neither Party shall use for any purpose outside the scope of this Agreement, or disclose to any third party, such Confidential Information except as expressly authorized by this Agreement. The receiving Party shall not disclose any Confidential Information to any third party, other than to its and its affiliates’ directors, officers, employees, agents and representatives (collectively, a Party’s “Representatives“) who are required to have such information in connection with the purposes within the scope of this Agreement and who are under confidentiality obligations no less protective of the Confidential Information that as set forth herein. Each Party shall use at least the same standard of care as it uses to protect its own confidential information of a similar nature (and in no event less than reasonable care) to ensure that such Representatives do not disclose or make any unauthorized use of such Confidential Information. A receiving Party shall be responsible for any breach by any of its Representatives of any provision hereof. Each Party shall promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Notwithstanding any other provision in this Agreement to the contrary, the obligations set forth in this Section 8 shall survive any termination or expiration of this Agreement for a period of five (5) years thereafter; provided that the receiving Party shall safeguard all Confidential Information that is a trade secret as required by this Agreement in perpetuity or for so long as such information remains a trade secret under applicable law.
8.2 Exceptions. The obligations of confidentiality contained in Section 8.1 shall not apply to the extent that it can be established by the receiving Party by competent proof that such Confidential Information:
was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;
was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the other Party;
became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of the receiving Party in breach of this Agreement;
was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others; or
was independently developed by employees and contractors of the receiving Party who had no access to the Confidential Information, as proven by clear and convincing evidence.
8.3 Authorized Disclosure. Notwithstanding any provision to the contrary herein, the receiving Party may disclose Confidential Information to the extent required by law or any governmental authority, provided that such receiving Party shall to the extent practicable use commercially reasonable efforts to assist the disclosing Party in securing confidential treatment of such information required to be disclosed. Prior to disclosing any Confidential Information under this Section 8.3, if legally permissible the receiving Party shall take reasonable steps to give the other Party sufficient notice of the disclosure request in order for such Party to contest the disclosure request.
9 INDEMNITIES
9.1 By Stamped. Stamped shall indemnify, defend, and hold Partner harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any third party claims, suits, actions, or proceedings (collectively, “Claims“) based on an allegation that the Stamped Marks, in the absence of any modifications by Partner thereto, infringes any United States trademark of any third party.
9.2 By Partner. Partner shall indemnify, defend, and hold Stamped harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any Claims related to: (a) Partner’s performance of any Services, or (b) allegations that Partner made a representation or warranty regarding Stamped or the Stamped Products that is inconsistent with the Stamped Materials provided to Partner by Stamped, or is otherwise unauthorized by Stamped.
9.3 Indemnification Procedure. An indemnifying Party hereunder shall be liable for any costs and damages to third parties incurred by the other Party which are attributable to any such Claims, provided that such other Party (a) notifies the indemnifying Party promptly in writing of the claim, (b) gives the indemnifying Party the sole authority to defend, compromise or settle the claim, and (c) provides all available information, assistance, and authority at the indemnifying Party’s reasonable request and at the indemnifying Party’s reasonable expense to enable the indemnifying Party to defend, compromise, or settle such claim. An indemnifying Party hereunder shall diligently pursue any defense required to be rendered hereunder, shall keep the indemnified Party informed of all significant developments in any action defended by the indemnified Party, and shall not enter into any settlement affecting the indemnified Party’s interests without the prior consent of the indemnified Party.
10 LIMITATION OF LIABILITY
10.1 EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND PAYMENTS TO THIRD PARTIES ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (A) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL EITHER PARTY, ITS SUCCESSORS OR ASSIGNS, BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY PAID TO PARTNER UNDER THIS AGREEMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
11 TERM; TERMINATION
11.1 Term. The term of this Agreement shall be one (1) year from the Effective Date unless terminated earlier in accordance with the provisions of this Section 11. This Agreement shall renew automatically for additional one (1) year terms unless one Party provides the other written notice no later than thirty (30) days prior to the expiration of the then-current term of the Agreement of its intention to allow the Agreement to expire at the end of such term.
11.2 Termination for Breach. Either Party may terminate this Agreement for cause resulting from the material breach of this Agreement by the other Party by providing the breaching Party written notice of such material breach and the intention to terminate for cause. The Party receiving such notice shall have thirty (30) days to cure such material breach. If at the end of such thirty (30) day period, the breach has not been cured to the reasonable satisfaction of the Party seeking to terminate the Agreement, the Agreement shall terminate.
11.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice.
11.4 Effect of Termination; Duties of the Parties Upon Termination. Upon any termination or expiration of this Agreement, Partner shall (a) refrain thereafter from representing itself as a promoter or marketer of Stamped Products, or as a referral partner of Stamped, (b) immediately cease all use of any Stamped Marks and Stamped Materials, and (c) return to Stamped the Stamped Materials and all tangible items in Partner’s possession or under its control containing Confidential Information of Stamped. Upon any termination or expiration of this Agreement, Stamped shall return to Partner all tangible items in Stamped’s possession or under its control containing Partner’s Confidential Information. Upon any termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate. The expiration or termination of this Agreement for any reason, except in accordance with Section 11.2 for a material breach by Partner, shall not relieve Stamped of its obligation to pay Partner the Referral Fees that are payable hereunder with respect to Eligible Referrals that have been accepted by Stamped prior to such expiration or termination of this Agreement. In the event that Stamped terminates this Agreement in accordance with Section 11.2 due to material breach by Partner, Stamped’s sole and exclusive obligation to Partner shall be to pay Partner the Referral Fees that have accrued up to the date of such termination.
11.5 Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 6.3 (Ownership), 7.2 (General Disclaimers), 8 (Confidentiality), 9 (Indemnities), 10 (Limitation of Liability), 11.4 (Effect of Termination; Duties of the Parties Upon Termination), 11.5 (Survival), and 12 (Miscellaneous).
12 MISCELLANEOUS.
12.1 Relationship of the Parties. The relationship of Partner and Stamped is that of independent contractors. Regardless of the use of the word “partner” in the title of this Agreement, neither Party is, nor shall be deemed to be, a partner, joint venturer, agent, employee or legal representative of the other Party for any purpose. Neither Party shall be entitled to enter into any contracts in the name of or on behalf of the other Party, and neither Party shall be entitled to pledge the credit of the other Party in any way or hold itself out as having authority to do so. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, explicitly provided herein.
12.2 Assignment. Partner shall not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, or otherwise, or delegate any of its obligations hereunder, without the prior express written consent of Stamped. Subject to the foregoing, this Agreement shall be binding upon the successors and permitted assigns of the Parties. Any assignment in violation of the foregoing shall constitute a material breach of this Agreement and shall be null and void.
12.3 Governing Law; Venue. This Agreement is made in accordance with and shall be governed and construed in accordance with the laws of Canada. Each Party irrevocably consents to the exclusive personal jurisdiction of Canada for any matter arising out of or relating to this Agreement. Each Party hereby submits to the jurisdiction of these courts, acknowledges that venue is proper in such courts, agrees to file all pleadings in such courts, and waives any objection to venue there.
12.4 Notices. Except as set forth herein, all notices and other communications hereunder shall be delivered by email (i) if to Partner, at the email address provided by Partner it its account in the Partner Portal, and (ii) if to Stamped, at the following email address: legal@Stamped.com. Partner is responsible for providing Stamped with its most current email address. In the event that the last email address Partner provided to Stamped is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Stamped’s dispatch of the email containing such notice will nonetheless constitute effective notice. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Stamped.
12.5 Amendment. Stamped may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Stamped will notify Partner of such changes through a notification via email or within the Partner Portal with directions to the latest version. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. Stamped may require you to provide consent to the updated Agreement in a specified manner before further participation in the Partner Program is permitted. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate thirty (30) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. Otherwise, your continued participation in the Partner Program constitutes your acceptance of such change(s).
12.6 Waiver. No provision of the Agreement unless such provision otherwise provides shall be waived by any act, omission, or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.
12.7 Severability. Whenever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement.
12.8 Construction. As used in this Agreement, the singular shall include the plural and vice versa, and the terms “include” and “including” shall be deemed to be immediately followed by the phrase “without limitation.” The captions and headings in this Agreement are inserted for convenience and reference only and in no way define or limit the scope or content of this Agreement and shall not affect the interpretation of its provisions.
12.9 Entire Agreement. The Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings, and agreements, whether oral or written, between the Parties respecting the subject matter thereof.
If you have any questions or concerns about this Agreement, please contact us at partnerships@stamped.