PARTNER PROGRAM TERMS
PLEASE READ THESE TERMS CAREFULLY
- Partner will bear all costs and expenses related to Partner’s marketing or promotion of ROW or any ROW Related Entity, and, as applicable, Partner’s Applications, Themes, Websites, Channel Platform, or Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by ROW in its sole discretion.
- In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Customer’s consent first, Partner will not email any Customer whose email address they have received via ROW.
- Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding ROW or ROW Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding ROW, ROW Related Entities, the Service or the ROW platform; and (iii) not imply that such emails are being sent on behalf of ROW or ROW Related Entities.
- A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to ROW or ROW Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to ROW or ROW Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to ROW or ROW Related Entities; (iv) solicit Customers to leave the ROW Service; (v) copy, resemble or mirror the look and feel of ROW’s websites, ROW Trademarks or Services or otherwise misrepresent Partner’s affiliation with ROW or ROW Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of ROW or ROW Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to ROW or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.
2.2. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
2.3. Partner Duty to Inform
Partner will promptly inform ROW of any information known to Partner that could reasonably lead to a claim, demand or liability of or against ROW or the ROW Related Entities by any third party.
If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
To become a Partner, Partner must create a Partner Account by providing all information indicated as required. ROW may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that ROW will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. ROW cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
Partner acknowledges and agrees that ROW may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on ROW’s website, available on the Partner Terms page and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, ROW will provide reasonable notice by email. Partner’s continued participation in the ROW Partner Program after the amended Partner Program Agreement is posted to ROW’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the ROW Partner Program.
- Fees due to Partner will be calculated by ROW once per month upon receipt of payment from the Customer, for each month that the Referred Merchant Store is active.
- ROW distributes Fees owing to its Partners once per calendar month (each such period, a “Payment Period”). If the Fees owing to Partner are less than NZD $50 at the end of any Payment Period, ROW will be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are NZD $50 or more.
- Where the Partners advise ROW not to collect Taxes, Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Customer. If Taxes are not collected by ROW in respect of a Partner transaction with a Customer facilitated by ROW, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.
- All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by ROW during the period of investigation.
- Notwithstanding anything to the contrary in this Agreement, ROW will not be responsible to pay any Fees:
- a) related to amounts that have been refunded to Customers by ROW; b) related to fraudulent sales; c) related to revenues that have been subject to chargebacks.
- If any Fees paid by ROW are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.2.2, or to have been paid in error, ROW will have the right, at its sole discretion, to: a) reclaim any Fees paid to Partner in error; or b) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to ROW, Partner will pay to ROW the remaining balance within fifteen (15) days of the effective date of termination of the Agreement.
- ROW reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email. In the event of any disputes over Fees, ROW’s determination will be final and binding.
- Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
- Fraudulent or other unacceptable behaviour by Partner as determined by ROW in its sole discretion, may result in one or more of the following actions being taken by ROW: (a) suspension of some or all Partner privileges under the Partner Program; and (b) termination of the Partner Account entirely without notice to, or recourse for, Partner.
- ROW reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, ROW will provide reasonable notice by email.
- Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all ROW Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any ROW Creative or any ROW Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account or to receive any payments of Fees under this Agreement, unless otherwise determined by ROW in its sole discretion.
- This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:
- Section 1 (Definitions), Section 5.4 (Proprietary Rights of ROW), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)
- In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
- All ROW Creative will be solely created and provided by ROW unless otherwise agreed to by ROW in writing in advance. ROW can provide Partner with copies of or access to ROW Creative. By using the ROW Creative, you indicate your acceptance of our ROW Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the ROW Creative. The ROW Creative is provided “as is” and without warranty of any kind.
- Partner may display ROW Creative on the Websites solely for the purpose of marketing and promoting the Service and any ROW brands permitted by ROW and by ROW Related Entities during the term of this Agreement, or until such time as ROW may, upon reasonable prior notice, instruct Partner to cease displaying the ROW Creative. Partner may not alter, amend, adapt or translate the ROW Creative without ROW’s prior written consent. Nothing contained in any ROW Creative will in any way be deemed a representation or warranty of ROW or of any of ROW Related Entity. The ROW Creative will at all times be the sole and exclusive property of ROW and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by ROW to make changes or modifications to the ROW Creative.
During the term of this Agreement, ROW hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the ROW Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use ROW’s Trademarks only as permitted under this Agreement; (b) it will use the ROW Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by ROW in writing from time to time, including but not limited to the ROW Trademark Usage Guidelines; (c) the ROW Trademarks are and will remain the sole property of ROW; (d) nothing in this Agreement will confer in Partner any right of ownership in the ROW Trademarks and all use thereof by Partner will inure to the benefit of ROW; (e) Partner will not, now or in the future, apply for or contest the validity of any ROW Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any ROW Trademarks.
- use the ROW Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by ROW in advance of each use; or
- purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the ROW Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the ROW Trademarks.
5.4. Proprietary Rights of ROW
“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between ROW and Partner, Customer Data and Customer Data is the Confidential Information of ROW.
Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information.
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 or 6 above, in addition to all other rights and remedies available to ROW under this Agreement and under applicable law, ROW will have the right to (a) immediately prohibit all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by ROW in connection with such violation, in accordance with the provisions of this Section 8.
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. ROW will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without ROW’s prior written consent, to be given or withheld in ROW’s sole discretion.
- Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
- In addition, if Partner has access to Customer Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Customer to whom the Customer Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Customer to whom the Customer Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify ROW of any actual or suspected breach or compromise of Customer Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Customer Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to ROW, the ROW Related Entities, Customers; and (D) regularly communicate the progress of its investigation to ROW and cooperate to provide ROW with any additional requested information in a timely manner.
STORE: The ROW Store operates using four order fulfilment methods. Please see the ROW Partner Order Guide.
CLIENT PROJECTS: From time to time, ROW may approach a member of the Partner Program to independently contract to ROW for a client project. When this occurs, ROW will provide additional contract terms that relate to the project.