Mapsly Affiliate Partner Agreement

Affiliate Partner Agreement

This Partner Agreement is made and entered into by and between Mapsly and Partner (each, as defined below). The Agreement shall become binding once Partner signs up for an affiliate account at https://mapsly.tapfiliate.com in the manner provided by Mapsly (the “Effective Date”). Mapsly and Partner are sometimes referred to as a “Party”, and together as the “Parties”.

As used in this Agreement, the following terms shall have the meanings set forth below:

BUSINESS TERMS

Background

Mapsly is the owner and operator of Mapsly, a map-based visualization platform that combines a feature-rich customizable map and a development platform for extending its functionality (the “Mapsly Service”). Partner wishes to promote, market and advertise the Mapsly Service to potential Mapsly customers (“Referrals”) through its website(s) and other marketing channels, in accordance with Mapsly’s Partner Program (“Program”) detailed in this Agreement.

Agreement

The Parties agree as follows: 

1. LICENSE
   
   1. Subject to this Agreement and its terms, Mapsly hereby grants to Partner a free, non-exclusive, non-transferable and revocable license (“License”) to market and distribute the Mapsly Service to Referrals, and to use the Mapsly trademarks, logos and URLs provided by Mapsly and listed in Exhibit A (“Licensed Marks,” as may be amended by Mapsly from time to time), and associated materials, language or code for the sole purpose of promoting the Mapsly Service (collectively, “Marketing Materials”).
      
   2. Mapsly may revoke the license to use the Licensed Marks granted herein at any time by giving Partner a written notice (including via email). 
      
2. PROGRAM COMMITMENTS
   
   1. The Program. To participate in the Program, Partner must complete the online application for participation in the Program found on https://mapsly.taplifiate.com and enter into this Agreement. Mapsly may accept or reject any application at its sole discretion.
      
   2. Legal Agreements. As part of its participation in the Program and in acting as Mapsly’s Partner, Partner hereby agrees and consents to the terms of this Agreement and the Program, and any other requests and rules set by Mapsly from time to time, in its reasonable discretion, in connection with Partner’s ongoing participation in the Program and promotion of the Mapsly Service to Referrals. In all its activities under this Agreement, and specifically such activities relating to Partner’s promotion of the Mapsly Service, Partner shall cooperate with Mapsly and act in good faith.
      
      In entering this Agreement, Partner further recognizes and accepts the terms and rules set in Mapsly’s Terms and Conditions (“Terms and Conditions,” found here) and Mapsly’s Privacy Policy (“Privacy Policy,” found here), as applicable to Mapsly’s provision of the Mapsly Service to Referrals, and particularly regarding Partner’s adherence to the Privacy Policy in all matters involving privacy of Referrals’ information.
      
   3. Promotion, Referral Activities. Partner agrees to engage in continued, active promotion of the Mapsly Service in various marketing channels using the Licensed Marks and Marketing Materials, and to do so in compliance with the terms of this Agreement.
      
   4. Prohibited Activities. Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Mapsly’s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Mapsly Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
      
   5. Permissible Use of Mapsly Marks.
      
      1. Partner expressly agrees to comply with all the terms herein (particularly Section 5.3) in using the Licensed Marks and in creating Marketing Materials.
         
      2. Through the Program description and otherwise, Mapsly shall provide specifications and other instructions from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting the Mapsly Service. Partner further agrees to comply with all such specifications and instructions.
         
      3. Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by Mapsly in the Program description or otherwise, shall not modify any Mapsly Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Mapsly, and shall further comply with reasonable instructions from Mapsly as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by Mapsly, the license granted herein shall expire and Partner shall immediately cease all its activities under this Agreement.
         
   6. Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Mapsly Mark violates a third party’s trademark rights, Mapsly is not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold Mapsly harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner’s Marketing Materials.
      
   7. Customer Relations. During and after the Term, Mapsly shall be the exclusive owner of all relations created via Partner among Mapsly and Referrals with respect to the Mapsly Service, including any and all information identifying Referrals who contract with Mapsly for the use of the Mapsly Service. The Terms and Conditions, Privacy Policy, and Mapsly’s rules and procedures for the Mapsly Service will apply to these Referrals and may be changed by Mapsly without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with Mapsly under the Terms and Conditions.
      
3. QUALIFIED REFERRALS, COMMISSIONS
   
   1. “Qualified Referrals” mean Referrals
      
      (a) referred by Partner to Mapsly and who complete the sign-up procedure in accordance with the procedure described in Section 3.2 below;
      
      (b) of whom Mapsly has no record in connection with the Mapsly Service, or who are not, at the time referred to Mapsly by Partner, in any contractual relations or ongoing negotiations with Mapsly in connection with the Mapsly Service;
      
      (c) who accept the Terms and Conditions and acquire within one hundred (100) days of being referred to Mapsly by Partner, at a Referral’s own discretion and without receiving any monetary or other incentive from Partner, at least monthly subscriptions of at least one (1) user seats for any of the Mapsly Plans and
      
      (d) who are not rejected by Mapsly, and make at least one payment to receive the Mapsly Service. All Referrals will be deemed rejected by Mapsly if they do not become a Qualified Referral within one hundred (100) days of first being submitted to Mapsly by Partner. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.
      
   2. Referral Procedure. Each Referral shall be referred to Mapsly by Partner through an email to [email protected] (“Referral Email”) that shall contain the Referrals company name and email. Upon receiving each Referral Email, Mapsly shall send an email to the Referral’s email address indicated in the Referral Email, detailing the steps to be taken towards registration to receive the Mapsly Service and become a Qualified Referral. Mapsly shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.
      
   3. Commissions.  
      
      1. Responsibilities. Mapsly shall collect all fees from Referrals for the Mapsly Service directly from Referrals (“Subscription Fees”).
         
      2. Referral Fees. Upon a Referral becoming a Qualified Referral, Mapsly shall pay Partner referral fees in arrears at the applicable percentage of the fees listed on Exhibit B (“Referral Fee Percentage”) (excluding any discounts) payable by the Qualified Referral pursuant to their current order under the Terms and Conditions (“Referral Fees”).
         
         Such Referral Fees shall become payable to Partner within thirty (30) days of the end of the calendar month in which Subscription Fees attributed to such Qualified Referrals are paid to Mapsly.
         
         The payable Referral Fees shall be paid out provided that their amount is above the Referral Fee Threshold indicated by Partner in the Affiliate Portal on the first day of the month when the Referral Fees become payable.
         
         If a Qualified Referral terminates the Service prior to one month after becoming a Qualified Referral, Partner will only receive a pro-rata portion of the Referral Fees for the month in proportion to the Subscription Fees paid by Qualified Referral to Mapsly.
         
         For each Qualified Referral, Referral Fees to Partner shall be capped at the amounts listed on Exhibit B for the applicable Referral Fee Percentages (“Maximum Payment”).
         
      3. Associated charges. Partner shall be responsible for payment of all taxes, duties, governmental charges, transactional fees and other charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Mapsly harmless from and against any claims arising out or relating to all charges emanating from Mapsly’s payment of Referral Fees.
         
4. TERM AND TERMINATION
   
   1. Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Mapsly rejects Partner’s application to participate in the Program.
      
   2. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
      
   3. Early Termination.
      
      1. Without Cause. Mapsly shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days’ prior written notice to Partner.
         
      2. For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.
         
   4. Effect of Termination. From and following the date of termination of this Agreement Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
      
5. GENERAL
   
   1. Modification of Agreement. Mapsly may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site or notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
      
   2. Assignment. Mapsly may assign this Agreement at any time. Partner may not assign or transfer this Agreement without Mapsly’s prior written consent, such consent not to be unreasonably withheld.
      
   3. Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Mapsly Marks, the Mapsly Service and related content and technology around the world (“Mapsly IP Rights”) are and will remain the exclusive property of Mapsly and its subsidiary companies. The License granted by Mapsly to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s right to use the Licensed Marks is at the discretion of Mapsly and is subject to Partner’s compliance with the terms of this Agreement, and with all applicable laws and regulations. Partner agrees to
      
      (a) not use any Mapsly IP Rights in any manner reasonably likely to breach this Agreement;
      
      (b) not do anything contesting or impairing any Mapsly IP Rights;
      
      (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Mapsly IP Rights;
      
      (d) promptly notify Mapsly of any unauthorized use of any Mapsly IP Rights of which Partner has actual knowledge; and
      
      (e) always use the Licensed Marks and any other Mapsly Marks in compliance with the Program. Mapsly may perform periodic reviews of any Marketing Materials presented by Partner, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.
      
   4. No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
      
   5. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Terms and Conditions, Privacy Policy and Program description. During the Term and after termination of this Agreement for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Mapsly and will not make, publish or allow to be made or published any disparaging remarks concerning Mapsly, its representatives, or the Mapsly Service.
      
   6. Disclaimer of Warranty. Other than Mapsly’s express warranty under the previous subsection 5.5, Mapsly makes no other warranty, express or implied, of any kind and Mapsly expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
      
   7. LIMITATION OF LIABILITY. NEITHER MAPSLY NOR ANY OFFICER, EMPLOYEE, DIRECTOR OR ANY OTHER REPRESENTATIVE OF Mapsly SHALL BE LIABLE TOWARDS PARTNER OR TOWARDS ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS TERMINATION, IN CONTRACT, PRE-CONTRACT, TORT OR OTHERWISE FOR (A) ANY ECONOMIC LOSS (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR (B) ANY LOSS OF GOODWILL OR REPUTATION. SUCH LOSSES INCLUDE, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES AS WELL AS ANY LOSSES OR DAMAGES CAUSED BY INTERRUPTION OF OPERATIONS. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES OR UNDERSTANDINGS SURROUNDING ANY RELATIONS AMONG THE PARTIES, Mapsly’S ENTIRE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL NOT EXCEED US$100 FOR ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND MADE BY PARTNER UNDER THIS AGREEMENT, AND BY ENTERING THIS AGREEMENT PARTNER RECOGNIZES THE LIMITATIONS HEREIN ON MAPSLY’S LIABILITY.
      
   8. Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on Mapsly’s behalf. Partner’s display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
      
   9. Indemnification. Partner will indemnify, defend and hold Mapsly and its subsidiaries, affiliates, officers and employees (the “Mapsly Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Mapsly Indemnified Parties arising from any of the following:
      
      (a) a breach of the Agreement by Partner;
      
      (b) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; or
      
      (c) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
      
   10. Confidential Information and Prohibition on Raiding. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties. Neither Party shall for the duration of this Agreement and for one year after termination thereof hire, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.
       
   11. Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Mapsly’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
       
   12. Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall 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 such provision or the remaining provisions of this Agreement.
       
   13. Anti-Bribery and Export Compliance. Partner agrees not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, Partner will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Service to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Service to Customers and End Users is Partner’s responsibility. Partner agrees to complete, and return to Mapsly, Mapsly’s Partner Questionnaire within ten (10) business days of the Effective Date or the date the materials are supplied to You. Further, Partner agrees to the Acknowledgement of Mapsly’s Global Anti-Corruption Policy attached as Exhibit C to the Agreement and to complete updated compliance certifications as requested by Mapsly from time to time.
       
   14. Non-Disparagement. During the Term and for five (5) years thereafter, Partner agrees that it will not disparage Mapsly or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Mapsly’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Mapsly or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Mapsly refusing to enter into this Agreement.
       
   15. Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.
       
   16. Notices. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
       
   17. Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the State of California, U.S., without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of San Francisco County, California. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of California, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.

Exhibit A

Permitted Mapsly marks for use by Partner

1. Logos: Licensed Marks to be provided to Partner by Mapsly.

Exhibit B

Referral Fees

Referral Fee Table to be provided to Partner after signing up for the Mapsly Referral Program.