Last modified: October 18, 2026. This version supersedes the version of November 20, 2025.
This Partner Agreement (the “Agreement”) is between Mapsly LLC, a California limited liability company, 440 N Barranca Ave #4985, Covina, CA 91723, USA (“Mapsly”), and the person or entity that enrolls in the Mapsly Partner Program (“Partner”). Partner accepts this Agreement by completing enrollment in the Partner Portal or by signing it; it takes effect when Mapsly approves Partner’s enrollment (the “Effective Date”). A person accepting for an entity confirms they are authorized to bind it.
1. Definitions
- Attributed Customer: a Customer attributed to Partner under Section 3.
- Commission Window: for each Attributed Customer, the period that starts on the first day of the Customer’s first paid service period after its Registration (the “Commission Start Date”) and ends on the day before the anniversary of that date that matches the window length for Partner’s Tier in the Program Terms (for a 3-year window, the day before the third anniversary). Trial and other unpaid periods do not count. The window moves with Partner’s Tier under Section 4.5, but the Commission Start Date never changes.
- العميل: an organization that subscribes to the Service under the Customer Terms. All subscriptions under one Mapsly organization account count as one Customer.
- Customer Terms: the Mapsly Terms of Service at mapsly.com/terms, the Data Processing Addendum, the Privacy Policy, and any quote or order form a Customer signs with Mapsly.
- Net Revenue: as defined in Section 4.2.
- Partner Portal (or Portal): mapsly.tapfiliate.com, or any successor system Mapsly designates by notice.
- Program Terms: the Mapsly Partner Program Terms in Exhibit A, as published at mapsly.com/partner-program-terms and changed under Section 17.
- Prospect: an organization that Partner refers or registers and that is not yet a Customer.
- Referral Fee: the fee Mapsly pays Partner under Section 4.
- Registration: Partner’s registration of a Prospect under Section 3.
- الخدمة: the Mapsly platform and related services that Mapsly provides to Customers under the Customer Terms.
- Tier: Partner’s program tier (Active, Growth or Strategic) under the Program Terms.
2. Joining the program
2.1 Enrollment. Partner enrolls through the Portal. Mapsly may accept or decline any application. Partner keeps its legal name, contact, payment and tax details in the Portal accurate and current.
2.2 No fee, no exclusivity. There is no program fee and no minimum commitment. Partner may promote other vendors’ products, and Mapsly may work with other partners in any region or industry.
2.3 Who may not enroll. Mapsly’s employees and contractors may not enroll or earn Referral Fees.
2.4 Benefits. Mapsly may provide the partner benefits described in the Program Terms, such as demo accounts, pre-sale support and a partner-directory listing. Benefits are discretionary and may change. They do not change any Customer’s entitlements under its Customer Terms.
2.5 Directory listing. Mapsly may list Partner in its public partner directory if Partner meets the listing requirements in the Program Terms. Partner lets Mapsly display Partner’s name, logo and description for that purpose and may withdraw this permission by notice. Mapsly may edit, decline or remove a listing.
3. Registering deals and attribution
3.1 How to register. Partner registers a Prospect in one of two ways:
- (a) the Prospect signs up for a Mapsly account through Partner’s referral link within the tracking period in the Program Terms; or
- (b) Partner submits a registration through the Portal or by email to [email protected], giving the Prospect’s company name, website domain, a contact person and a short description of the opportunity.
3.2 Approval. Mapsly approves or declines each submitted registration within 5 business days and gives the reason for any decline. A referral-link signup counts as a registration received on the signup date and is approved on that date unless Mapsly declines it within 5 business days. A registration submitted through the Portal or by email must describe a genuine opportunity arising from Partner’s relationship or contact with the Prospect. Mapsly approves a registration only if, when Mapsly receives it, the Prospect:
- (a) is neither a Customer nor a former paying Customer, including through a predecessor, successor or replacement account, unless Mapsly approves a new referral of a former Customer in writing;
- (b) has not, during the lookback period in the Program Terms before the registration, started a trial, requested a demo, met with Mapsly or replied to Mapsly about the Service, as shown in Mapsly’s records; and
- (c) is not covered by another partner’s registration that is still protected.
3.3 First to register. If more than one partner registers the same Prospect, the first complete registration Mapsly receives prevails, as shown by Mapsly’s records.
3.4 Protection period. An approved registration protects Partner’s claim for the protection period in the Program Terms, counted from the approval date. If the Prospect starts a paid subscription within that period, it becomes Partner’s Attributed Customer. Mapsly may extend the period in writing; email is enough. Once the period lapses, anyone may register the Prospect again, including Partner. Mapsly may decline bulk, speculative or incomplete registrations. For a registration submitted through the Portal or by email, Partner introduces the Prospect to Mapsly, or shows that it is actively working the opportunity, within 30 days after approval; otherwise Mapsly may end the protection by notice.
3.5 What attribution covers. Attribution is per Customer. During the Commission Window, all Net Revenue from an Attributed Customer counts, including added seats, plan upgrades and add-ons under the same Mapsly organization account. An affiliate of the Customer that subscribes under its own account needs its own registration. A replacement, migrated, reactivated or successor account of the same business, or a change of its billing entity, keeps the same Customer and Commission Start Date.
3.6 No attribution. A Customer is not attributed to Partner if:
- (a) it is Partner or an entity that controls, is controlled by or is under common control with Partner (self-referral);
- (b) the registration was obtained through a breach of Section 7, for example brand bidding, spam or misleading claims; or
- (c) a Referral Fee could not be agreed for it under Section 3.7.
3.7 CRM vendors and resellers. If, when Mapsly approves a Registration, Mapsly already owes a CRM vendor, reseller or other intermediary (for example Creatio) a commission or margin on the same subscription revenue, Mapsly approves it only with a Referral Fee agreed case by case in writing; email is enough. If Mapsly later discovers such an existing obligation, it tells Partner within 10 business days; Referral Fees accrued before that notice stand, and if no fee is agreed within 30 days after it, no further Referral Fee accrues for that Customer. An obligation Mapsly takes on after approving a Registration does not reduce Partner’s rights for that Customer without Partner’s written consent. Otherwise, Mapsly does not pay twice on the same Net Revenue. A merchant of record or payment processor, such as Paddle, is not an intermediary under this Section.
3.8 Attribution decisions and disputes. Mapsly decides attribution in good faith from its records, including Portal data, its CRM and correspondence. Partner may dispute a decision in writing within 60 days after Mapsly communicates it. Mapsly will review the dispute and answer in writing within 30 days; Section 18.7 applies after that.
3.9 Sales process. Mapsly runs the sales process, sets prices and terms, and may decline to sell to any Prospect. Customers buy from Mapsly or its merchant of record and use the Service under the Customer Terms; Partner does not negotiate or conclude contracts on Mapsly’s behalf. Partner may join sales calls with its Prospects, and Mapsly may join Partner’s calls at Partner’s invitation.
3.10 No inducements. Partner may not offer a Prospect money, rebates or a share of Referral Fees to induce a purchase without Mapsly’s written consent. Partner sets the prices of its own services freely.
4. Referral Fees
4.1 Rate. For each Attributed Customer, Mapsly pays Partner a Referral Fee on the Net Revenue for each service period that starts inside that Customer’s Commission Window, at the percentage for the Tier Partner holds on the day that period starts. A service period is the period a payment covers; Section 4.4 splits prepayments into months. Referral Fees are not capped.
4.2 Net Revenue. “Net Revenue” means the subscription fees for the Service (plans, seats and recurring add-ons) that Mapsly actually receives from or for an Attributed Customer, after deducting:
- (a) taxes, such as VAT, GST and sales tax; and
- (b) any share retained by a merchant of record, payment processor, marketplace or reseller. For a payment through a merchant of record such as Paddle, Net Revenue is the merchant of record’s reported net earnings to Mapsly on that payment, converted under Section 5.3 if not in US dollars; amounts already deducted in that figure are not deducted again.
Net Revenue excludes fees for:
- (c) professional services, including paid implementation plans, custom development and training;
- (d) prepaid AI usage (AI credits) and other usage-based or pass-through charges; and
- (e) apps or services sold on the Mapsly Marketplace by Certified Experts (people who hold a current Mapsly certification) or other third parties.
4.3 When fees accrue. A Referral Fee accrues once Mapsly has received the payment it is based on and the service period it pays for has started. No Referral Fee accrues on amounts invoiced but unpaid. A payment through a merchant of record counts as received when the merchant of record reports it as successfully collected, whenever it remits the funds. A service period that started before the payment was received still counts once the payment arrives.
4.4 Prepayments. A payment covering more than one month, such as an annual or multi-year prepayment, is spread evenly over the months it covers, and each month is a separate service period under Section 4.1. The fee on each month accrues when that month starts, at the Tier Partner then holds, so a later upgrade or window extension applies to the prepaid months still to come and never to months already started. Months removed by a refund earn nothing.
4.5 Tier changes. Mapsly reviews Partner’s Tier as set out in the Program Terms and confirms any change by email or in the Portal. A new Tier takes effect on the first day of the second month after the quarter in which it was earned or lost and applies to all of Partner’s Attributed Customers, including those attributed earlier.
- (a) Upgrade: the higher percentage and longer Commission Window apply to service periods that start on or after the effective date. An upgrade may reopen a window that had ended, but only for service periods that start on or after the effective date and before the end of the longer window, measured from the original Commission Start Date; it never restarts that date or creates fees for earlier periods.
- (b) Downgrade: the lower percentage and shorter window apply from the effective date. Referral Fees already accrued are never reduced because of a Tier change; refunds are handled under Section 6.
4.6 Changes to the program. If Mapsly changes the Program Terms to lower a Tier’s percentage or shorten its Commission Window, the change applies only to Customers attributed after it takes effect. For Customers attributed earlier, the percentages and windows in effect when they were attributed keep applying as Partner’s Tier changes.
4.7 Sole compensation. Referral Fees are Partner’s only compensation under this Agreement. Each party bears its own costs.
5. Payment
5.1 Schedule. Mapsly pays the Referral Fees accrued in each calendar quarter within 30 days after the quarter ends. A balance below the minimum payout in the Program Terms carries forward to the next quarter, except that a final balance is paid in the next payout once Partner has no remaining Commission Windows.
5.2 Statements. Partner can see its registrations, Attributed Customers and accrued Referral Fees in the Portal. With each payout, Mapsly provides a statement showing, for each Attributed Customer, the Commission Start Date, the service periods and Net Revenue counted, the percentage applied and any reversals or adjustments. Mapsly’s records control unless shown to be wrong. Partner must raise any error, with reasonable detail, within 90 days after the statement is made available; after that the statement is final, except for fraud or manifest error. This Section does not reopen attribution decisions, which follow Section 3.8. Mapsly need not disclose Customer contracts or confidential third-party arrangements.
5.3 Currency and method. Referral Fees are calculated and paid in US dollars, by bank transfer or another method offered in the Portal. Net Revenue received in another currency is converted at the rate the merchant of record applied to the transaction, or else at the rate at which Mapsly receives it in US dollars or, failing that, at a market rate on the day Mapsly receives it. Each party bears its own bank charges, and Partner bears any currency-conversion costs on its side. A payment sent to the details Partner provided settles Mapsly’s obligation.
5.4 Tax forms and taxes. Before its first payout, Partner provides the tax form Mapsly requests (IRS Form W-9 for US persons, or Form W-8BEN or W-8BEN-E for others) and any invoice Mapsly reasonably requires. Payouts are held until Mapsly receives them. Mapsly may withhold taxes where the law requires and will pay the withheld amount to the tax authority. Partner is responsible for all other taxes on its Referral Fees. Referral Fees include any VAT, GST or similar tax Partner must charge, except where the reverse-charge mechanism applies.
5.5 Unclaimed fees. If a payout cannot be made because Partner has not provided valid payment or tax details, Mapsly holds it without interest and reminds Partner at its last known contact details. Amounts that stay unclaimed are handled under the applicable unclaimed-property laws.
5.6 Set-off. Mapsly may set off any amount Partner owes under this Agreement against Referral Fees.
6. Refunds, chargebacks and clawback
6.1 Reversal. If Mapsly refunds, gives a credit instead of a refund for, or loses to a chargeback any part of a payment on which a Referral Fee accrued, the fee on that part is reversed. This applies to refunds, credits and chargebacks made within 180 days after the affected fee accrued, including refunds under the money-back guarantee in the Customer Terms. Refunds, credits and chargebacks affect Referral Fees only under this Section and Section 4.4. A reversal uses the percentage originally applied to the affected service period.
6.2 Recovery. Mapsly first deducts a reversed fee from Partner’s unpaid balance. If the balance is not enough, Partner repays the difference within 30 days of Mapsly’s written request.
6.3 Tier changes are not clawbacks. A move to a lower Tier never triggers repayment of fees already paid.
6.4 Fraud. Fees obtained through fraud, fake or self-referred accounts, or a breach of Section 7 are not earned. Mapsly may withhold them and recover any already paid, within 3 years after it discovers the conduct.
7. Partner conduct and marketing
7.1 Laws. Partner complies with all laws that apply to its marketing and to this Agreement, including advertising, consumer-protection, anti-spam (such as CAN-SPAM, CASL and the EU ePrivacy rules) and data-protection laws.
7.2 No spam. Partner does not send unsolicited bulk messages to promote the Service. Messages to Partner’s own clients and to contacts who agreed to hear from Partner are allowed if they comply with Section 7.1.
7.3 Disclosure. Wherever Partner recommends, reviews or compares the Service, Partner clearly discloses its relationship with Mapsly and that it may earn a fee, as the US FTC Endorsement Guides and similar laws require.
7.4 Brand protection. Partner does not:
- (a) bid on “Mapsly”, similar terms or misspellings as keywords in paid search or paid social advertising, or use them in ad text or display URLs;
- (b) register or use a domain name, social-media handle, app name or business name that contains “Mapsly” or a confusingly similar term;
- (c) send paid advertising traffic directly to mapsly.com through its referral link; or
- (d) present itself as Mapsly or Mapsly’s agent, or say that it or its staff are certified by Mapsly unless they hold a current Mapsly certification.
While this Agreement is in effect, Partner may describe itself as a “Mapsly Partner”.
7.5 Accurate statements. Partner’s statements about the Service are accurate and consistent with mapsly.com and the Mapsly documentation. Partner makes no promises about prices, discounts, features, roadmap, service levels or implementation scope unless Mapsly has published them or confirmed them in writing. Partner has no authority to bind Mapsly.
7.6 Prohibited methods. Partner does not use cookie stuffing, forced or incentivized clicks, adware, or traffic from sites with unlawful, deceptive or offensive content.
7.7 Marketing materials. Partner may use the logos and materials Mapsly provides as provided. Partner’s own materials about Mapsly need no prior approval but must follow this Agreement and Mapsly’s brand guidelines. Partner changes or removes any material within 5 business days of Mapsly’s request.
7.8 No false statements. Partner does not make false or misleading statements about Mapsly, its people or the Service. This does not restrict Partner’s honest, good-faith advice to its own clients.
8. Demo accounts
8.1 Mapsly may give Partner free demo accounts for demonstrations, testing and training. They are not for production use or resale, and may hold only sample data or data a client has authorized Partner to use for that demonstration.
8.2 Demo accounts are governed by the Customer Terms, with Partner as the user, except that no fees apply. Mapsly may limit, change or close them at any time and closes them when this Agreement ends.
9. Partner’s services and clients
9.1 Customers deal with Mapsly. Mapsly provides and supports the Service under the Customer Terms, which Mapsly may change without notice to Partner. Customers buy subscriptions from Mapsly directly or through a merchant of record or authorized reseller, such as Paddle, which acts as seller in that purchase. Partner has no authority to sell, invoice or contract for the Service on behalf of Mapsly or its merchant of record.
9.2 Partner’s own services. Partner is solely responsible for any consulting, implementation or other services it provides to its clients and for its contracts with them. Mapsly is not a party to those contracts. Partner gives no warranty or commitment on Mapsly’s behalf.
9.3 Access to Customer accounts. If a Customer gives Partner’s staff access to its Mapsly account, that access is on the Customer’s behalf and under the Customer Terms. Partner follows the Customer’s instructions and the Customer Terms when using it.
9.4 No resale. This Agreement does not allow Partner to resell, sublicense or invoice the Service. Resale needs a separate written reseller agreement.
9.5 Certified Experts and Marketplace apps. Building and selling apps on the Mapsly Marketplace is governed by Mapsly’s separate certification and Marketplace terms. Revenue from those apps is not Net Revenue.
9.6 Relationships. Each Customer’s use of the Service is a relationship between Mapsly and the Customer under the Customer Terms. Partner’s consulting relationship with its clients remains Partner’s.
10. Trademarks and intellectual property
10.1 License. Mapsly grants Partner a non-exclusive, non-transferable, royalty-free license (a sublicense where Mapsly holds the marks under license) to use the Mapsly names and logos that Mapsly provides (the “Mapsly Marks”), solely to promote the Service under this Agreement and Mapsly’s brand guidelines. Mapsly may revoke the license by notice, and it ends when this Agreement ends.
10.2 Ownership. Mapsly and its licensors own all rights in the Service, the Mapsly Marks and Mapsly’s materials. Partner does not contest those rights, modify the Mapsly Marks, or register any trademark, domain or name similar to them. Partner tells Mapsly of any infringement it learns of.
10.3 Partner’s marks. Partner grants Mapsly a non-exclusive, royalty-free license to use Partner’s name and logo for its directory listing and in co-marketing that Partner approves. Partner may revoke it by notice.
10.4 ملاحظات. Mapsly and its affiliates may use any suggestions Partner gives about the Service without restriction or payment.
11. Confidentiality
11.1 تعريف. “Confidential Information” means non-public information one party shares with the other under this Agreement, including pricing, discounts, Customer and Prospect information, Referral Fee data and Mapsly’s product plans.
11.2 Duties. The receiving party uses Confidential Information only for this Agreement and protects it with at least reasonable care. It shares it only with staff and advisers who need it and are bound by similar duties.
11.3 Exceptions. Information is not Confidential Information if it is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, is developed independently, or is lawfully received from a third party without restriction. A party may disclose Confidential Information when the law requires, after notifying the other party where lawful.
11.4 المدة. These duties last while this Agreement is in effect and for 3 years after it ends, and for trade secrets as long as they remain trade secrets. On request after termination, each party returns or destroys the other’s Confidential Information, except copies kept under law or in routine backups.
12. Data protection
12.1 Roles. Each party is an independent controller of the personal data it shares with the other under this Agreement, mainly business contact details of Prospects and Customers.
12.2 Partner’s sharing. Before sharing a Prospect’s personal data with Mapsly, Partner makes sure it has a lawful basis and has given any notice the law requires. Partner shares only what a Registration needs.
12.3 Mapsly’s sharing. Mapsly processes that data under its Privacy Policy. It shares with Partner only what attribution and payment need, such as a Customer’s name, plan, payment status and the related Referral Fees.
12.4 Security and breaches. Each party protects the shared data with appropriate security and tells the other without undue delay of a breach affecting it.
12.5 Transfers. Where the law requires a transfer mechanism for personal data sent to Mapsly in the United States, the EU Standard Contractual Clauses (Module One, controller to controller) and the UK Addendum to them apply and are incorporated by reference, with Partner as data exporter and Mapsly as data importer. For those Clauses: the optional docking clause applies; the data subjects are Prospects’ and Customers’ business contacts; the data are names, work contact details, company, role and deal information; the purpose is attribution, sales follow-up and Referral Fee administration; the security measures are those in Section 12.4; and where the Clauses require a choice of law or courts, Irish law and the courts of Ireland apply.
12.6 Customer data. Data inside a Customer’s Mapsly account is governed by the Customer Terms and Mapsly’s Data Processing Addendum, not by this Agreement.
13. Term and termination
13.1 مصطلح. This Agreement starts on the Effective Date and continues until terminated.
13.2 For convenience. Either party may terminate this Agreement at any time with 30 days’ written notice; email is enough.
13.3 For breach. Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice.
13.4 Immediate termination. Mapsly may suspend Partner’s participation or terminate this Agreement immediately by notice if Partner commits fraud, submits false registrations, breaches Section 7.2, 7.4, 7.6 or 18.5, or acts in a way that seriously harms Mapsly’s reputation. During a suspension, Mapsly may withhold Referral Fees reasonably related to the suspected conduct while it investigates, and promptly releases any found payable.
13.5 Referral Fees after termination.
- (a) In general: after any termination other than under (b) or (c), Mapsly keeps paying Referral Fees on Customers attributed before the termination date for the rest of their Commission Windows, at Partner’s Tier on that date, unless Partner materially breaches a surviving section and does not cure the breach within 30 days after notice. Prospects whose registrations were approved before that date and that start a paid subscription within their protection period count as attributed before it. Referral Fees paid after termination are taken into account in any statutory termination compensation to the extent the law allows; nothing in this Agreement waives a right that mandatory law makes non-waivable.
- (b) Partner’s breach: after termination by Mapsly under Section 13.3, Mapsly pays the Referral Fees accrued up to the termination date, except fees connected with the breach, and nothing after it.
- (c) Misconduct: after termination under Section 13.4, Mapsly pays the Referral Fees accrued up to the termination date that are not connected with the misconduct, and nothing after it. If the termination is for fraud, Mapsly may also set off its losses against unpaid Referral Fees. Section 6.4 applies.
13.6 Other effects. When this Agreement ends, Partner stops using the Mapsly Marks and stops presenting itself as a Mapsly Partner, Mapsly removes Partner’s directory listing, and Partner’s demo accounts close.
13.7 Survival. Sections 1, 3.4 to 3.8, 4 to 6 (as needed to settle Referral Fees), 7.4, 7.8, 9.2, 10.2, 10.4, 11, 12, 13.5 to 13.7 and 14 to 18 survive termination.
14. Warranties and disclaimers
14.1 Both parties. Each party confirms that it has authority to enter into this Agreement and will comply with the laws that apply to its performance. Partner also confirms that the information it gives Mapsly is accurate.
14.2 إخلاء المسؤولية. The program, the Portal and demo accounts are provided “as is”. Mapsly makes no other warranty, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Mapsly does not promise any number of Customers, any level of Referral Fees, or that the program will continue unchanged. The Service is warranted to Customers only as the Customer Terms state.
15. Indemnification
15.1 By Partner. Partner will defend and indemnify Mapsly, its affiliates and their officers and employees against third-party claims, and the resulting damages, settlements, costs and reasonable attorneys’ fees, arising from:
- (a) Partner’s breach of Section 7, 12 or 18.5;
- (b) Partner’s services to its clients or its contracts with them;
- (c) Partner’s statements that breach Section 7.5 or 7.8; or
- (d) Partner’s gross negligence or willful misconduct.
15.2 By Mapsly. Mapsly will defend and indemnify Partner against third-party claims that Partner’s use of the Mapsly Marks, as provided by Mapsly and in line with this Agreement, infringes that third party’s trademark rights.
15.3 Procedure. The indemnified party notifies the indemnifying party promptly, lets it control the defense and settlement, and cooperates at the indemnifying party’s expense. No settlement may impose an obligation or admission on the indemnified party without its consent.
16. Limitation of liability
16.1 Excluded damages. Neither party is liable to the other for indirect, consequential, incidental, special, punitive or exemplary damages, or for lost profits, revenue or goodwill, even if advised of their possibility.
16.2 Cap. Each party’s total liability arising out of or relating to this Agreement, under any legal theory, is limited to the greater of US$1,000 and the Referral Fees paid or payable to Partner in the 12 months before the event giving rise to the claim.
16.3 Exceptions. Sections 16.1 and 16.2 do not limit:
- (a) Mapsly’s obligation to pay Referral Fees due under Sections 4 and 5, or Partner’s obligation to repay under Section 6;
- (b) Partner’s obligations under Section 15.1, except that its total liability under Section 15.1(b), and under Section 15.1(a) or (c) for a breach of Section 7.3, 7.5, 7.7 or 7.8 that was not willful, is limited to the greater of US$50,000 and the Referral Fees paid or payable to it in the 12 months before the event giving rise to the claim;
- (c) either party’s breach of Section 11, which is instead subject to a separate cap of the greater of US$25,000 and three times the Referral Fees paid or payable in the 12 months before the event giving rise to the claim, except for intentional misuse of trade secrets;
- (d) Partner’s breach of Section 7.2, 7.4, 7.6, 12 or 18.5; or
- (e) liability for fraud, gross negligence or willful misconduct, or any liability that cannot be limited by law.
Mapsly’s obligations under Section 15.2 are subject to the cap.
17. Changes to this Agreement and the Program Terms
17.1 How changes are made. Mapsly may change this Agreement or the Program Terms by posting the new version at its URL with a new last-modified date, keeping the previous version available at a dated URL. Sections 4.6, 13.5, 17.4 and 18.7 cannot be changed this way, and no change posted after termination applies to Partner.
17.2 When changes take effect. A new version applies from acceptance to partners who enroll after it is posted. For existing partners:
- (a) changes that materially reduce Partner’s rights or increase its obligations take effect no earlier than 30 days after Mapsly notifies Partner by email, and the previous version applies until then;
- (b) other changes, including corrections, clarifications and changes required by law, take effect when posted; a correction or clarification that materially changes the economic effect of a provision is treated as a change under (a).
17.3 Partner’s options. If Partner does not accept a change under Section 17.2(a), Partner may terminate this Agreement before the change takes effect, and Section 13.5(a) then applies under the previous version. Submitting a new registration, or accepting the change electronically, after it takes effect means Partner accepts it; receiving Referral Fees, keeping an account or not replying to an email does not.
17.4 What changes cannot do. No change reduces Referral Fees already accrued, and Section 4.6 limits how reductions in rates and windows apply. Terms negotiated in a separate agreement signed by both parties cannot be changed under this Section while that agreement is in effect; a signed copy of this Agreement is not such an agreement.
18. General
18.1 Relationship. The parties are independent contractors. “Partner” is a program name: this Agreement creates no legal partnership, joint venture, agency, franchise or employment relationship, and Partner cannot bind Mapsly. Partner’s role is limited to identifying and referring potential Customers: it has no obligation or authority to carry on continuing sales activity, negotiate terms, manage a territory or conclude transactions for Mapsly, and no exclusive territory or customer group is assigned. Any broader sales-representation arrangement needs a separate written agreement.
18.2 Notices. Mapsly sends notices to the email address in Partner’s Portal account. An email notice is received on the first business day after it is sent unless the sender gets a delivery-failure message, in which case the sender uses another method. Partner sends notices to [email protected] with a copy to [email protected], or by mail to Mapsly LLC, 440 N Barranca Ave #4985, Covina, CA 91723, USA; they are received on confirmed delivery.
18.3 Assignment. Partner may not assign this Agreement without Mapsly’s written consent, which Mapsly will not unreasonably withhold. Mapsly may assign it to an affiliate or to a successor in a merger, acquisition or sale of its business.
18.4 Non-solicitation. While this Agreement is in effect and for 12 months after it ends, neither party will solicit for employment or engagement any employee or contractor of the other with whom it worked under this Agreement. General job advertisements and unsolicited applications are not covered.
18.5 Anti-bribery and sanctions. Partner complies with the US Foreign Corrupt Practices Act, the UK Bribery Act and other anti-corruption laws, and does not offer or pay anything of value to improperly influence anyone in connection with this Agreement. Partner confirms that neither it nor its owners, directors or staff are on a US, EU or UK sanctions list or located in a country under comprehensive sanctions, and it will not refer Prospects that are.
18.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. If such an event lasts more than 30 days, either party may terminate this Agreement by notice.
18.7 Governing law and disputes. This Agreement is governed by the laws of Delaware, without regard to conflict-of-laws principles; the UN Convention on Contracts for the International Sale of Goods does not apply. Before starting proceedings, a party gives the other written notice of the dispute, and both negotiate in good faith for 10 business days. A dispute not resolved that way is finally resolved by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules; claims under US$25,000 are decided on written submissions under its expedited procedures unless the arbitrator decides a hearing is needed. The seat is Wilmington, Delaware; hearings may be held remotely; proceedings are in English and confidential. Claims may be brought only individually, not as a class or representative action, and each party waives trial by jury to the extent the law allows. Either party may seek temporary or preliminary injunctive relief in any competent court to protect its confidential information or intellectual property. The prevailing party may recover its reasonable attorneys’ fees and costs.
18.8 Entire agreement and order of precedence. This Agreement, including the Program Terms, is the entire agreement on its subject. It replaces all prior partner terms between the parties, including terms shown in the Partner Portal. If documents conflict, this order applies: a separate agreement with negotiated terms signed by both parties, then this Agreement, then the Program Terms, then the Portal. Partner has not relied on any statement outside this Agreement, including statements on Mapsly’s website or by Mapsly’s staff.
18.9 Existing partners. For partners enrolled before this version was posted, it takes effect when Partner accepts it electronically or signs it, or 30 days after Mapsly notifies Partner of it by email, whichever is earlier; until then the prior terms continue to govern. Mapsly may require acceptance before approving new registrations. Customers attributed under the prior terms keep those terms’ rate, window, payment caps and post-termination rules, and Section 4.5(a) does not extend them. Referral Fees accrued before the change are paid as accrued. Later changes to this Agreement and the Program Terms follow Section 17.
18.10 Other terms. A business day is a weekday other than a US federal holiday. If a provision is invalid, the rest stays in effect and that provision is enforced to the extent allowed. A failure or delay in enforcing a right is not a waiver. This Agreement is written in English; translations are for convenience, and the English version prevails. It may be accepted electronically and signed in counterparts.