Yondo Partner Terms of Service

 

 

The following is a list of our complete terms and conditions that apply to all members of the Yondo Partner Program “the Agreement”, as between Yondo and the Partner (together, "the Parties"). Please read this agreement in its entirety.

 

By submitting the application form or linking to the Yondo partner program website you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

 

Please read the “Partner Program Agreement” for your complete legal requirements. By using Yondo or any Yondo services, you are agreeing to these terms. Please note that the Yondo API, App and Theme store is currently in private beta. Be sure to occasionally check back for updates.

 

Definitions

 

1.1. Acquisition

 

Shall mean a monetary transaction made by a Lead who opens a Yondo account and conducts transactions on our platform.

 

1.2. Partner

 

Shall mean an entity that has agreed to the terms of the Partner Program herein to work with Yondo to promote the Service by (a) referring clients to Yondo; (b) developing Yondo store themes for merchant use; and/or (c) developing apps using the Yondo Application Interface (API) for merchant use.

 

1.3. Creative

 

Shall mean any marketing and/or promotional materials relating to Yondo and/or Yondo brands that are promoted by Yondo and Yondo Related Entities as Yondo deems necessary or appropriate.

 

1.4. Confidential Information

 

Shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or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.

 

1.5. The Service

 

Refers to the Yondo software platform available via the Yondo website and any associated websites including www.Yondo.com, and any others.

 

1.6. Lead

 

Shall mean any unique user that has registered for a paid Yondo account introduced by a Yondo Partner that actively promoted the Platform. A Lead cannot be a store opened and/or owned by a Yondo Partner and for which that partner seeks commissions or compensation pursuant to this Agreement.

 

1.7. 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.

 

1.8. Names and Trademarks

 

Refers to any names and/or trademarks or any other protected marks associated with the Yondo service and Yondo Inc.

 

1.9. Opt-in List

 

Shall mean the list of emails where the individuals on the list have expressly elected to receive e-mails from Yondo Partners.

 

1.10. Prospective Partners

 

Refers to any other marketing organizations and/or website owners and/or operators that may be potential partners of Yondo.

 

1.11 App Developer

 

Shall mean a Yondo Partner that develops applications using the Yondo Application Programming Interface (“Yondo API”) for distribution through the Yondo App Store.

 

1.12. Related Entity [ies]

 

Shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Yondo; 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.

 

1.13. Territory

 

Shall mean any area, location, territory or jurisdiction as defined by Yondo from time to time and subject to the terms of use of the Yondo Service.

 

1.14. Websites

 

Refers to any Yondo account associated with websites that are managed by a Yondo Partner that currently have or will have a marketing arrangement with Yondo.

 

1.15. Term

 

“Lifetime” refers to the period of time the store is in existence, and/or the period of time the Yondo Partner has a partner relationship with the store, and/or the period of time the Yondo Partner has an active partner account.

 

 

2.0 Responsibilities of the Partner

 

2.1 Activities

 

The Yondo Partner will use its best efforts to (a) promote and market Yondo, and (b) identify for Yondo prospective Leads. In no event shall Yondo Partner engage in any marketing or promotional activity related to Yondo in any area, location, territory or jurisdiction outside of the Territory as defined by Yondo from time to time. Yondo Partner shall bear all costs and expenses for such activities unless otherwise determined by Yondo, in its sole discretion.

 

2.2. Creative

 

All Creative will be solely provided by Yondo alone except where agreed to by Yondo in writing in advance. Yondo will provide Yondo Partner with copies of or access to Creative. The Creative shall be accessible from Yondo Partner Program website. The Creative is provided “as is” and without warranty of any kind.

 

 

2.3. Use of Creative

 

Yondo Partner may display Creative on the Websites solely for the purpose of marketing and promoting Yondo brands promoted by Yondo and by Yondo Related Entities during the term of this Agreement, or until such earlier time as Yondo may, upon reasonable prior notice, instruct Yondo Partner to cease displaying the Creative. Yondo Partner may not alter, amend, adapt or translate the Creative without Yondo's prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of Yondo or any of Yondo Related Entity. The Creative shall at all times be the sole and exclusive property of Yondo and no rights of ownership shall at any time vest with the Yondo Partner even in such instances where the partner has been authorized by Yondo to make changes or modifications to the Creative.

 

 

2.4. E-Mail Internet Marketing

 

In no event shall a Yondo Partner engage in any e-mail marketing or promotion with respect to Yondo and/or any Yondo Related Entity except as expressly set forth in this Agreement. In the event that Yondo Partner has an Opt-in List, Yondo Partner may make a written request to Yondo to send e-mails regarding the offering of Yondo and Yondo Related Entities to the individuals on the Opt-in List. In the event Yondo approves such request, Yondo Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, Yondo Partner shall (a) not send any e-mail regarding Yondo and/or Yondo Related Entities to any individual or entity that has not requested such information and (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding Yondo, Yondo Related Entities and/or the Yondo platform.

 

2.5 Unauthorized & Prohibited Marketing Activities

 

In addition to the restrictions of Section 2.4 above, a Yondo Partner shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Yondo, Yondo Related Entities and/or Yondo; (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Yondo, Yondo Related Entities and/or Yondo; (c) make any false, misleading or disparaging representations or statements with respect to Yondo, Yondo Related Entities or Yondo; (d) misrepresent the Yondo Partner’s affiliation with Yondo; or (e) engage in any other practices which may affect adversely the credibility or reputation of Yondo, Yondo Related Entities or Yondo, 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.

 

 

2.6 Prohibited Marketing Activities by a Partner

 

Yondo Partner shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Yondo or Yondo Technologies' trademarks and/or variations and misspellings thereof.

 

 

2.7. Compliance with Laws

 

In addition to, and without limiting the provisions of this Agreement, Yondo Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

 

2.8. Partner Duty to Inform

 

Yondo Partner shall promptly inform Yondo of any information known to Yondo Partner related to any Leads or prospective partners that could reasonably lead to a claim, demand or liability of or against Yondo and/or the Yondo Related Entities by any third party.

 

3. Fees and payment

 

Yondo Partner shall be entitled to receive the Fees as set forth below under “Yondo Partner Commercial Terms” (the “Fees” and/or the “partner Fees”). The Fees shall be due on a periodic basis in accordance with the date of sign up to the Partner Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Yondo reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for payments. Yondo reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to Yondo Partner. Yondo shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a Yondo Partner.

 

Payments to Partner accounts will be accumulated and paid within thirty (30) days following the end of each calendar month (“Payment Day”).

 

Payments will be delivered to you via PayPal in USD. Any money owed to you will be paid out once a month as long as your balance is above $50 USD. If your balance is below $50, it will be held until the next payout period.

 

 

4. Termination

 

4.1. Termination

 

Yondo may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Yondo Partner.

 

Fraudulent or other unacceptable behaviour as defined by Yondo can result in termination of partner/client relationship or termination of partner account entirely without notice to, or recourse for, the Yondo Partner.

 

Yondo Partner, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to Yondo.

 

 

4.2. Consequences of Termination

 

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) Yondo Partner shall immediately cease displaying any Creative on any Website or otherwise; and (c) all rights granted to Yondo Partner hereunder will immediately cease.

 

 

5. Proprietary rights

 

5.1. Proprietary Rights of Yondo

 

As between Yondo Partner and Yondo, the Creative, all demographic and other information relating to Leads, Prospective partners and partners, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Yondo or otherwise related to Yondo, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Yondo Property”) shall be and remain the sole and exclusive property of Yondo. To the extent, if any, that ownership of any Yondo Property does not automatically vest in Yondo by virtue of this Agreement, or otherwise, Yondo Partner hereby transfers and assigns to Yondo, upon the creation thereof, all rights, title and interest Yondo Partner may have in and to such Yondo Property, including the right to sue and recover for past, present and future violations thereof.

 

5.2. Yondo Trademarks

 

During the term of this Agreement, Yondo hereby grants to Yondo Partner a limited, revocable, non-exclusive and non-transferable license to display the Yondo trademarks, solely as necessary to perform Yondo Partner’s obligations under this Agreement. Yondo Partner acknowledges and agrees that: (a) it will use the Yondo trademark only as permitted hereunder; (b) it will use the Yondo trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Yondo; (c) the Yondo trademark are and shall remain the sole property of Yondo; (d) nothing in this Agreement shall confer in Yondo Partner any right of ownership in the Yondo trademark and all use thereof by Yondo Partner shall inure to the benefit of Yondo; and (e) Yondo Partner shall not, now or in the future, contest the validity of any Yondo trademarks or use any term or mark confusingly similar to any Yondo Trademark.

 

 

6. Confidential

 

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.

 

 

7. Disclaimer of warranty

 

Yondo makes no warranties hereunder, and Yondo 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, Yondo 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. Yondo Partner understands and agrees that the platforms may not satisfy all of the leads’ requirements and may not be uninterrupted or error-free.

 

 

8. Limitation of liability and indemnification

 

8.1. Limitation of Liability

 

Yondo 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 Yondo has been advised of the possibility of such damages. In any event, Yondo’s liability to Yondo Partner under this agreement for any reason will be limited to the amounts paid to Partner by Yondo 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.

 

 

8.2 Indemnification

 

8.2.1. Yondo Partner Indemnification.

 

Yondo Partner agrees to indemnify, defend and hold harmless Yondo and any Yondo 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) Yondo Partner ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Yondo Partner’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to Yondo and Yondo Related Entities granted by Yondo Partner to any Lead, Prospective partner or other third party.

 

 

8.2.2. Notice of Indemnification.

 

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Yondo 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 Yondo 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.

 

 

9. Non-exclusive remedies

 

In the event (a) Yondo Partner markets or promotes Yondo and/or any Yondo Related Entity that promotes the Yondo platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Yondo under this Agreement and under applicable law, Yondo shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and Yondo Partner ’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to Yondo Partner hereunder and (iv) be indemnified for any losses, damages or liability incurred by Yondo in connection with such violation, in accordance with the provisions of Section 8 above.

 

 

10. General provisions

 

10.1. 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.

 

 

10.2. 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.

 

10.3. 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 as set forth on the Registration Page.

 

10.4. 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.

 

10.5. Entire Agreement

 

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

 

10.6. 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. Yondo 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 Yondo’s prior written consent, to be given or withheld in Yondo sole discretion.

 

 

10.7. Applicable Laws

 

This Agreement shall be governed, construed and enforced in accordance with the laws of the California, USA. 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 law in the State of California, USA, 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.

 

By marking the 'I have read and agree to the terms and conditions' checkbox, Yondo Partner hereby fully agrees with all terms and provisions.

 

11. Yondo Partner Commercial Terms

 

11.1. Revenue Sharing Plans

 

All Fees payable to a Yondo Partner will be calculated based on either the Reference Plan or the App Plan (as defined below), whichever applicable.

 

The “Reference Plan” is a revenue sharing plan applicable where a Yondo Partner introduces Yondo to a Lead. Under the Reference Plan, such Yondo Partner is entitled to twenty percent (30%) of the total revenue received by Yondo from such client, with Yondo being entitled to the remaining eighty percent (70%).

 

The “App Plan” is a revenue sharing plan (together with the Reference Plan, the “Revenue Sharing Plans”) which allocates revenue between Yondo and a Yondo Partner who has been selected to have their app sold through Yondo (the “Select Apps”). Under the App Plan, a Yondo Partner is entitled to eighty percent (80%) of the total revenues received by Yondo from the sale of such Select Apps, with Yondo being entitled to the remaining twenty percent (20%).

 

11.2. Payment Under Plans

 

For Yondo Partners and App Developers that utilize the Yondo Billing API, payments due under the Reference Plan and App Plan will be distributed to the Yondo Partner twice per month (the “Payment Period”) via the Yondo Billing API. If the account balance of a Yondo Partner is less than USD $50 at the end of the Payment Period, such funds will remain in the account until the end of the first Payment Period in which the account has USD $50 or more.

 

Yondo Partners and App Developers that do not utilize the Yondo Billing API shall submit payments due under the Reference Plan or App Plan to Yondo monthly by way of wire transfer. The Yondo Partner is responsible for contacting [email protected] to obtain the necessary banking information to execute the transfer. If the balance owed to Yondo is less than USD $500, the Yondo Partner may defer payment until the outstanding balance at the end of a payment period is USD $500 or more.

 

Notwithstanding the definition of Reference Plan in 11.1, Yondo shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a Yondo Partner.

 

Yondo reserves the right to cancel or modify the Yondo Partner Program Agreement in its entirety, including Fees & Payments and the Yondo Partner Commercial Terms, upon 60 days’ notice to a Yondo Partner.

 

 

11.3. Reporting and Audit

 

App Developers that do not utilize the Yondo Billing API shall submit to Yondo a report indicating total revenues per quarter, within 30 days following the end of the App Developer’s fiscal quarter.

 

Yondo shall have the right to appoint an independent auditor approved by App Developer, such approval not to be unreasonably withheld, under appropriate non-disclosure conditions, to audit App Developer’s records to confirm App Developers’s compliance with this Agreement. Any independent auditor appointed by Yondo shall provide App Developer with a report (along with supporting documentation) indicating the amount by which App Developer has overstated or understated the payments due by App Developer and a report on any other failures by App Developer to fulfill its obligations under the Agreement. Prompt adjustment shall be made by the proper party to compensate for any overpayments or underpayments disclosed by any such audit. Yondo shall bear all of the costs of any such audit, unless such audit reveals underpayment by more than five percent (5%) for the audited period, in which case, App Developer shall reimburse Yondo for all of the reasonable costs of such audit. In addition to the foregoing audit rights, Yondo shall also have the right to use the capabilities of the Service to confirm the number of Apps sold by the App Developer.

 

Yondo can audit an App Developer's records to ensure the App Developer is remitting revenue to Yondo in accordance with the App Plan.

 

 

12. Use of API and App store

 

12.1 Use of API and App Store

 

Yondo Partners are permitted to develop applications for Yondo merchants using the Yondo API (“Apps’”) to be distributed and/or sold in the Yondo App Store or on a third-party website. Yondo retains the right to remove an App from the Yondo App Store at any time.

 

App Developers are prohibited from bypassing Yondo API restrictions to automate administrative functions of the Yondo dashboard.

 

 

12.2 Yondo Trademarks

 

Notwithstanding section 5.2, App Developers shall not use any Yondo trademark including the shopping bag logo, the mark “Yondo,” or variation of the word “Yondo,” in the name or design of an App unless granted express permission by Yondo.

 

App Developers may refer to Yondo and the Service in the promotion of the App for the sole purpose of letting customers know that the App is compatible with the Service.

 

 

13. Additional considerations

 

As a courtesy please be advised that the Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As members of the Partner Program with Yondo you receive compensation for the affiliate referrals you make to the company. This may establish a “material connection” according to FTC rules, which creates an obligation to provide disclosure to your consumers.

 

Full compliance with these guidelines requires that information be provided to your consumers clearly and conspicuously, outlining that you are being compensated for referring clients to Yondo. For further information you may refer to the statement released by the FTC regarding these guidelines.

 

Updated on December 17, 2014