Partners Affiliation: Say Hi to Shopaccino Team

By completing the sign up form you confirm that you have read through the General Terms & Conditions of Shopaccino Affiliate Program carefully, you have understood them and you agree to them. The affiliate program to be found at www.shopaccino.com/partners is an offer of Shopaccino. The following contract conditions apply to all partnership contracts within the affiliate and agency partner program without exception. This Agreement is made between iSolution Microsystems Pvt. Ltd. (hereafter referred as "Shopaccino") and you, or, if you represent an entity or other organization (hereafter referred to as 'Partner').

Definitions.
As used in this Agreement, it's Exhibits, and any amendments thereto, the terms herein will have the meaning and definition as specified below:
1. 'Confidential Information' means any information, including but not limited to, formulas, patterns, compilations, software, programs, devices, methods, techniques and processes, financial information and data, business plans, business strategies, marketing plans, customer lists, price lists, cost information, information about Personnel, descriptions of new products and new product development, scientific and technical specifications and documentation and pending or abandoned patent applications of a Party, the Shopaccino or, in the case of the Participant, its group, now known or in possession of, or hereafter learned or acquired, that derives economic value actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and the terms of this Agreement.
2. 'Agreement' means these legal terms and conditions.
3. 'Shopaccino' is a product of I Solution Microsystems Pvt. Ltd.
4. 'Personnel' mean individuals working for a Party as employees or contractors.
5. 'Subsidiary' means a subsidiary as defined under laws of Republic of India.
6. 'Marks / Trade Marks' refers to any names and/or trademarks or any other protected marks associated with the Shopaccino.
7. 'Territory' means any area, location, territory or jurisdiction as defined by Shopaccino from time to time and subject to the terms of use of the Shopaccino Service.
8. 'Partner' refers to an entity that has agreed to the terms of the Partner Program herein to associate with Shopaccino to sell software by not using Shopaccino name.
9. 'The Service' refers to the Shopaccino software platform available via the Shopaccino website and any associated websites including www.shopaccino.com and any others.
10. 'Malware and Spyware' relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.
11. 'Related Entity[ies]' shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Shopaccino; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
12. 'Websites' refers to any Shopaccino account associated with websites that are managed by a Shopaccino Partner that currently have or will have a marketing arrangement with Shopaccino.
13. 'Term' refers to the period of time the store is in existence, and/or the period of time the Shopaccino Partner has a partner relationship with the store, and/or the period of time the Shopaccino Partner has an active partner account.
Relationship between the contracting parties: The contracting parties remain independent. Shopaccino owns and will retain all proprietary rights regarding to company name, titles, logo, contents, graphical items as well as intellectual property without limitation. The Partner acknowledges and agrees that this is a non-exclusive agreement.
Joining the Shopaccino Affiliate Program: Partners can participate in the Shopaccino Affiliate Program by completing the sign up form at http://www.shopaccino.com/partners-signup. The Partner is responsible towards Shopaccino for completeness and correctness of his personal details. The Partner is committed to keep his personal details and information regarding to his user account up to date. The partner is not entitled to create several accounts by using different personal details. After completing the sign up form and having been approved by Shopaccino, the Partner automatically receives all necessary access data for the Shopaccino Affiliate Program. Participation in the Shopaccino Affiliate Program aims solely at promoting the ecommerce packages Shopaccino and to receive a commission in turn for all accounts that have been created with your referral link.
Responsibilities of Partner
1. Unauthorized & Prohibited Marketing Activities.
  
  Shopaccino Partner shall not (a) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Shopaccino, Shopaccino Related Entities and/or Shopaccino; (c) make any false, misleading or disparaging representations or statements with respect to Shopaccino, Shopaccino Related Entities or Shopaccino; (d) misrepresent the Shopaccino Partner's affiliation with Shopaccino; or (e) engage in any other practices which may affect adversely the credibility or reputation of Shopaccino, Shopaccino Related Entities or Shopaccino, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.
2. Compliance with Laws.
  In addition to, and without limiting the provisions of this Agreement, Shopaccino Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
Grant: Shopaccino grants Partner a non-exclusive, non-transferable, non-assignable and limited right to market and distribute the 'Shopaccino e-commerce software solution' to any industry.
1. Direct Links The partner assures to register stores only through his/her referreal link. It is prohibited to sign up for websites that are already registered thorugh other partners.
Restrictions
1. Partner will sell this e-commerce solution to customers and this e-commerce solution shall not: (i) send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or infringe third party privacy rights; (ii) use key words which in fringe on third party intellectual property, are obscene, threatening, libellous or otherwise unlawful; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
2. Shopaccino e-commerce platform is a subscription based model, in any condition partner or its customer not having ownership rights on this software platform. This platform neither own by partner nor by partner customer. This is partner responsibility to notify to their customers that this e-commerce platform is only to use to sell their products and if they will stop paying subscription then this store will be terminated. And there is no provision of transferring this e-commerce software solution to other hosting services.
Revocation of partner status and indemnification: Partner promotion and partner status can be revoked or terminated for grave cause at any time without obeying any statutory period of time. Grave causes are particularly considered to be the following: inappropriate promotion (false allegations, misleading hyperlinks), spam (mass mailing, excessive posting in forums, etc.) promotion on websites that contain or support illegal activities, violation of any proprietary rights. Shopaccino is to be indemnified and held harmless from any third-party claims irrespective of their nature. This applies equally to claims that arise out of unlawful presentation of the Direct Link that is subject matter of this agreement as well as to violation of any third-party rights. If the above-mentioned case should arise, the Partner is obliged to reimburse the costs of legal assistance.
Partner Tracking: If a visitor comes through partner referral link, a cookie is set that contains the partner-ID. In addition to that, the referring url will be registered. If the visitor decides to sign up, the cookie will be verified and the url will be assigned to the Partner, provided that it had been registered as Shopaccino before. Therefore it is ensured that the Partners` referrals are tracked correctly. Referred sales can be tracked with the help of cookies or the referring url at any time.
Contract Conditions: This agreement starts on the date the Partner completes and sends the sign up form to Shopaccino, and will last until the user account will be deleted. Either party is entitled to terminate the partnership contract by observing the term of notice.
Payouts: The commission to be paid is based on the current packages of the Shopaccino Affiliate Program at that time. The commissions are paid out in currency which is selected at the time of registration as partner. For affiliate partner, commissions are not paid out, but saved until his account is having minimum 2 active clients. For agency partner, commissions are paid instantly. The payout of commissions contains incurring taxes of the country or state of the Partner. If taxes have to be paid, they are to be deducted from the payout. The commissions will be released within the 30 days from the date of due. After that, the commissions are entitled to be paid out.
Limitation of Liability: Shopaccino shall have no liability with respect to the platforms or its obligations under this agreement or otherwise for any indirect, consequential, exemplary, special, incidental or punitive damages even if Shopaccino has been advised of the possibility of such damages. In any event, Shopaccino's liability to partners under this agreement for any reason will be limited to the amounts paid to partner by Shopaccino during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
Proprietary Rights: Partner acknowledges that nothing herein gives it any right, title or interest in the Products or the Marks except for Partner's express rights to distribute the Services in accordance with the provisions of this Agreement. Partner acknowledges and agrees that, as between Shopaccino and Partner, Shopaccino or its suppliers maintain exclusive ownership of the Products and Services in all forms and all copies and all portions thereof and the Marks, including, without limitation, any and all worldwide copyrights, patents, trademarks, service marks, trade names, trade secret, proprietary and confidential information rights and other property rights associated with the Shopaccino, Shopaccino Services and the Marks.
Indemnification:
1. Shopaccino Partner Indemnification
  Shopaccino Partner agrees to indemnify, defend and hold harmless Shopaccino and any Shopaccino Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of: (a) Shopaccino Partner 's breach of any representation, warranty, obligation or covenant under this Agreement; (b) Shopaccino Partner's gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to Shopaccino and Shopaccino Related Entities granted by Shopaccino Partner to any other third party.
2. Notice of Indemnification.
  In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Shopaccino Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Shopaccino Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party's written consent, which shall not be unreasonably withheld.
Shopaccino Trademarks: During the term of this Agreement, Shopaccino hereby grants to Shoapccino Partner a limited, revocable, non-exclusive and non-transferable license to display the iShopaccino trademarks, solely as necessary to perform Shopaccino Partner's obligations under this Agreement. Shoapccino Partner acknowledges and agrees that: (a) it will use the Shoapccino trademark only as permitted hereunder; (b) it will use the Shoapccino trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Shoapccino; (c) the Shoapccino trademark are and shall remain the sole property of Shoapccino; (d) nothing in this Agreement shall confer in i Shoapccino Partner any right of ownership in the Shoapccino trademark and all use thereof by Shoapccino Partner shall inure to the benefit of Shoapccino; and (e) Shoapccino Partner shall not, now or in the future, contest the validity of any Shoapccino trademarks or use any term or mark confusingly similar to any Shoapccino Trademark.
Confidentitality: Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall 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, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
Disclaimer of Warranty: Shopaccino makes no warranties hereunder, and Shopaccino expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Shopaccino further disclaims all representations and warranties, express or implied, that the platforms do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction, including, but not limited to, the territory. Shopaccino partner understands and agrees that the platforms may not satisfy all of the leads' requirements and may not be uninterrupted or error-free.
General Provisions:
1. Force Majeure
  If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
2. Independent Contractors
  The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
3. Notice
  Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties.
4. No Waiver
  The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
5. Assignment
  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Shopaccino Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Shopaccino's prior written consent, to be given or withheld in Shopaccino's sole discretion.
6. Applicable Laws:
  This Agreement shall be governed, construed and enforced in accordance with the laws of Republic of India. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of Jaipur territory, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum

All changes and amendments to this agreement shall be valid only if made in writing. This also applies if this requirement for written form is to be waived. If a provision of these General Terms & Conditions is or becomes ineffective or inexecutable, this does - not affect the effectiveness of all other provisions.

Effective February 2015

General Terms and Conditions

for Shopaccino Affiliate and Agency Partner