By signing up to be a Partner in the MRPeasy Partner Program (“Program”) you are agreeing to be bound by the following terms and conditions (“Terms of Partner Program”).
MRPeasy reserves the right to update and change the Terms of Partner Program from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Partner Program. Continued use of the Program after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Partner Program at any time at www.mrpeasy.com/terms-of-referral-partner-program.
Violation of any of the terms below will result in the termination of your Account and forfeiture of any outstanding partner commission payments earned. You agree to use the Partner Program at your own risk.
1. General Terms
a. Partner must be a legally registered/incorporated company to be part of this Program. The partner representative must be 21 years old or older.
b. Partner must be a registered company with a working meaningful website. Accounts, registered by “bots” or other automated methods are not permitted.
c. Partner must provide the partner’s legal full name, a valid email address, and other information requested in order to complete the signup process. MRPeasy has the right not to accept the later request to change your account information.
d. The email address provided should be the same as the partner’s username from his PayPal account. If the partner doesn’t have a PayPal account, it should be obtained prior to the registration as a Partner.
e. For United States businesses and/or residents: in order to comply with IRS regulations, the partner may be asked to provide a Social Security or Employee Identification Number (“EIN”) prior to payment.
f. Partner is responsible for maintaining the security of the Partner’s account and password. MRPeasy cannot and will not be liable for any loss or damage from the partner’s failure to comply with this security obligation.
g. Partner is responsible for all Content posted and activity that occurs under the partner’s account (even when Content is posted by others who have accounts under Partner’s account).
h. One person or legal entity may not maintain more than one account.
i. The partner should not use the Partner Program for any illegal or unauthorized purpose. partner must not, in the use of the Service, violate any laws in partner’s jurisdiction (including but not limited to copyright laws).
j. The partner should send emails via the Program only to persons whom they know personally. So-called “cold emails” aren’t allowed.
k. Partner provides his activity as an independent contractor.
- The Partner agrees that the Company shall have no liability or responsibility for the withholding, collection, or payment of any taxes, employment insurance premiums, or Pension Plan contributions on any amounts paid by MRPeasy to the Partner or amounts paid by the Partner to its employees or contractors. The Partner also agrees to indemnify MRPeasy from any and all claims in respect to MRPeasy’s failure to withhold and/or remit any taxes, employment insurance premiums, or Pension Plan contributions.
- The Partner agrees that as an independent contractor, the Partner will not be qualified to participate in or to receive any employee benefits that MRPeasy may extend to its employees.
l. Partner agrees to pay a fine to MRPeasy US$5,000 for breaching the terms of this Agreement.
m. Employees and contractors of MRPeasy, and their relatives cannot participate in this Program.
2. Parties to the Agreement
2.1 “MRPeasy” is MRPeasy Ltd., an Estonian corporation located in Tallinn, Estonia
2.2 “You”, “Your” refers to each and every partner or sub-partner of the Program. Participation in the Program constitutes full and complete acceptance of the Terms and Conditions set forth herein.
3. MRPeasy Responsibilities
3.1 Providing a product worthy of promotion, in terms of technical qualification and customer service.
3.2 Manage all customer billing, shipping, service in a professional manner.
3.3 Coded URL. Upon your acceptance, MRPeasy will provide you with a URL coded (partner ID) to specifically identify you which will allow you to create a link to the MRPeasy website. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
3.4 Provide partner online access to the password-protected environment associated with your account in MRPeasy Partner Program.
3.5 Tracking. MRPeasy agrees to track the customers referred to MRPeasy via the link provided to you (your partner ID) for that purpose. Tracking is done via a cookie augmented with your partner ID and remains active for 90 days after the referral clicks on your link.
3.6 MRPeasy cannot and will not be liable if the cookie is manually deleted by the referral resulting in a tracking session loss.
4. Partner Responsibilities
4.1. To place buttons, banners, and/or links on appropriate pages of their website, linking to the aforementioned site offering information and proposal requests to web visitors. Such link or banner should be placed no later than 7 days after Partner registration in the Program. If that term is violated, MRPeasy has the right to cancel Partner’s registration in the Program at any time without any compensations, commissions, payments, rewards, refunds.
4.2. Partner represents and warrants that neither their web site (partner Web Site) nor any content or technology thereon:
(a) infringes any third party’s intellectual property, publicity, or privacy rights;
(b) violate any law or regulation;
(c) is threatening, defamatory, obscene, harmful to minors, or contains nudity or pornography;
(d) contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
(e) is materially false, inaccurate, or misleading;
(f) promotes violence;
(g) promotes discrimination based upon race, sex, religion, nationality, disability, sexual orientation, or age;
(h) promotes the use of bulk email or spam;
(i) promotes the use of pyramid schemes;
(j) engage in behavior including cookie stuffing, forced clicks or other unethical partner marketing behavior.
4.3 Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URLs and Banners. You agree that you will notify MRPeasy if your coded URL or Banners ceases to function or ceases to function properly.
4.4 Representations. You agree that you will not make any representations, promises, warranties, or other statements about MRPeasy, MRPeasy website, products or policies other than as may be expressly approved in writing by MRPeasy or as otherwise legally provided to you by MRPeasy for that purpose.
4.5 Link. You may use the coded URL provided by MRPeasy via the available MRPeasy Link Library (Text links, Banners, etc.) or in any other form you wish provided that your use of the URL is not in any way disparaging of MRPeasy or otherwise not appropriate or acceptable in MRPeasy sole opinion and judgment. You may not violate any copyright, trademark, or other intellectual property rights of MRPeasy or any other party. You may not violate the MRPeasy General Terms of Partner Program, including but not limited to any terms stated in the partner’s responsibilities section.
4.6 Amendments. You agree that this agreement may be amended by MRPeasy at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the MRPeasy website on a periodic basis. Continuing participation in the MRPeasy Partner Program for 30 days upon any changes made to the Terms of Partner Program agreement signifies your acceptance of any made changes, automatically continuing your agreement upon specifically designated changes.
5. MRPeasy Rights
5.1. MRPeasy has the right and obligation to determine all pricing and product offerings and has the right to make changes thereto without notice to any partner.
5.2. MRPeasy has the right to ask from partner any additional information regarding his activity as a partner.
5.3. MRPeasy has the right to terminate this Agreement with any partner at any time at their sole discretion. In this case, MRPeasy may explain the reason for this to the partner, but doesn’t have an obligation to do this.
5.4. MRPeasy may temporarily close its website because of technical reasons, which may depend or not depend on MRPeasy, all over the world, or for a particular country or region. MRPeasy cannot guarantee that its website and Program will be available any time from any location.
6. Partner Rights
6.1. To use the Program according to the present Terms of the Partner Program.
6.2. You may use only the information and materials provided by MRPeasy to market MRPeasy penny auction software unless we have reviewed your materials in advance and given written consent. You may not use MRPeasy’s name in any bulk email whatsoever unless we have given our advance written consent. We may terminate this Agreement if any meaningful spam complaints naming MRPeasy result from your marketing activities. In addition, you must conduct your activities in compliance with applicable laws and regulations, and you must not misrepresent MRPeasy’s services or fees. Any marketing activities you undertake will be at your sole expense unless otherwise agreed in advance in writing. We may, at our option, market your products or services in compliance with your guidelines and instructions communicated to us from time to time. Any marketing activities we undertake will be at our sole expense unless otherwise agreed in advance in writing. Except for the links described in Section 7 below, none of us may issue any press release or other publicity regarding our relationship without the other’s advance written consent. None of us may disparage the other in any manner or engage in any conduct that is harmful to the reputation of the other.
7. PPC Policy
7.1 Allowed Search Engines
a. Bidding is allowed on Google, Yahoo, and Bing with a few restrictions listed herein.
b. The competition regulative terms listed below are to be respectively followed regarding all search engines and advertisements.
7.2. MRPeasy Manufacturer Trademarks
a. partners may not bid on MRPeasy trademark terms on Google, Yahoo, and Bing including the international versions of all three.
b. Bidding on search engines not listed in the PPC section of the Terms of Partner Program can be allowed after asking written permission and receiving confirmation from the partner program manager.
c. partners MAY NOT use www.mrpeasy.com in the display URL at any PPC search engine or various “content network” sections. Alternative spellings of our domain name are not permitted as well including but not limited to www.mrp-easy.com, www.mrp_easy.com, www.mrpeasy.ee, etc. See the direct linking policy below for additional information.
d. partners are permitted to use MRPeasy trademarks in the URL to the right of the domain in the display URL. Example: www.yoursite.com/MRPeasy.
e. partners may not include “Official Site” regarding the MRPeasy trademark or product on your partner site or other media channel or make representations that your personal advertisement is MRPeasy official statement in any way.
f. partners may not bid on the following key terms:
8.1 Commission Terms
MRPeasy will calculate the commissions on the basis of payments from referrals in your Referrals List.
One-time payments will be paid no later than the fifteen (15) days following the withdrawal request.
MRPeasy will pay Commission by the following way only: by PayPal transfer, or bank transfer, to the PayPal account or bank account, which username IS EQUAL to the email address, given by you during registration in Program AND name of the PayPal account user is equal to your personal name or company name, or beneficiary of the bank transfer is the company during your Partner Account registration. If MRPeasy is unable to pay according to these terms, the Commission will be canceled, your participation in the Program will be canceled also, Commission will not be paid at later date.
8.2 Chargebacks. MRPeasy may deduct from your commission a commission for a prior period if the amount on which the commission was based is subsequently charged back or refunded for any reason. MRPeasy shall have no obligation to partner to pursue collection efforts against any of your referred customers.
In addition, if you are also a customer of MRPeasy and have not timely paid your invoices for services we have provided directly to you, MRPeasy may either hold commission amounts under this Agreement until those invoices are paid, or deduct the fees for those services from the commissions under this Agreement.
8.3 Change to Commission Terms. MRPeasy may modify its commission terms at any time in its sole discretion by giving you advance written notice of at least ten (10) business days. Any such change will be effective as to those Contracts that are registered after the effective date of the change and will be effective as to Contracts registered prior to the effective date of the change beginning twelve (12) months from the effective date of the change.
8.4 Self-referencing. Commissions shall not be paid under the Program on contracts to be used by you, your company, or the business group which includes you.
8.5. Taxes. MRPeasy is not obligated to pay any taxes connected with commissions received by you. All tax obligations should be performed by you.
8.6. In addition to the commissions, MRPeasy may also provide you with other program benefits for your tier as described in its program materials. MRPeasy may modify or terminate Partner Program benefits or Partner Program in whole at any time at its sole discretion.
9. Both Parties Agree to the Following:
9.1. Parties understand that no sales or contract’s confirmations’ guarantees are expressed or implied.
9.2. CONFIDENTIAL INFORMATION
“Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including:
(i) unpublished prices and other Terms of Partner Program, audit and security reports, server configuration designs, data center designs (including non-graphic information you may observe on a tour of a data center), product development plans, and proprietary technology,
(ii) identities of customers and prospective customers,
(iii) the terms of this Agreement, and
(iv) information that is marked or otherwise conspicuously designated as “confidential” or with like notice or that, if disclosed orally, is designated as confidential in a written notice given within thirty (30) days of its disclosure. Information that is developed by one of us on our own, without reference to the other’s Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be “Confidential Information” of the other party. Each of us agrees not to use the other’s Confidential Information except in connection with the performance of this Agreement, the exercise of our respective legal rights under the Agreement, or as required by law. In addition, MRPeasy may use your Confidential Information to the extent necessary to provide the services contracted for with your referral and as necessary to generally manage its business with respect to the provision of such services. Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows:
(i) to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement, (ii) to law enforcement or government agency if requested, or if either of us reasonably believes that the other’s conduct may violate applicable criminal law; (iii) as required by law; or (iv) in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this Subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible) unless the law forbids such notice.
9.3. REPRESENTATIONS AND WARRANTIES
You represent and warrant to MRPeasy that: (i) all information you have provided and will provide in connection with this Agreement, including the information on the partner Data is true, correct, and complete, and
(ii) you have not been and are not currently the subject of any investigation or legal proceeding of any kind in relation to spamming or the violation of any consumer protection or deceptive trade practices law or regulation, and
(iii) you have not been and are not currently the subject of any criminal investigation.
9.4. DISCLAIMER OF WARRANTIES
Any service warranty stated in a contract with a customer referred by you hereunder shall be for the benefit of the customer and not you. MRPeasy makes no representation or warranty whatsoever to you regarding its services.
MRPeasy may from time to time arrange for third-party products and services to be made available to its partners on an optional basis via Program. MRPeasy makes no representations or warranties whatsoever regarding any third-party products or services.
To the extent permitted by applicable law, MRPeasy disclaims any and all warranties not expressly stated in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose, freedom from viruses, or other harmful elements, accuracy, reliability, availability, non-infringement, and timeliness.
9.5. LIMITATION OF DAMAGES
Except for liability under Section 9.2 (Confidential Information) and liability for infringement of the other party’s intellectual property, neither of us (nor any of our employees, agents, partners, or suppliers) is liable to the other for any indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages. Notwithstanding anything in the Agreement to the contrary the maximum aggregate monetary liability of MRPeasy and any of its employees, agent, suppliers, or partners, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall not exceed amounts due and unpaid plus One Hundred Dollars ($100.00).
Notices under the Agreement must be given via e-mail to MRPeasy at email@example.com, and to Partner at the address for Partner appearing on appearing on MRPeasy partner Program records. Notices are deemed received on the day transmitted via electronic mail, or if that day is not a business day, on the first business day following the day delivered.
9.7. GOVERNING LAW/VENUE/DISPUTES
This Agreement shall be governed by the laws of Estonia.
EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE COURTS IN TALLINN OR HARJU COUNTY, ESTONIA. Each of us agrees that in the event of a dispute, neither of us may file any claim for damages against the other party until it has given the other at least fourteen (14) days advance written notice of its intent to file a claim. In the event such a notice is given, the parties shall each appoint an executive officer and the executive officers shall jointly designate a neutral mediator to conduct a non-binding mediation in Tallinn, Estonia. This Section does not restrict a party’s right to seek injunctive relief.
9.8. RELATIONSHIP BETWEEN THE PARTIES.
Although we refer to each other as “partners” in this Agreement and elsewhere, we do not mean that we are members of a partnership or joint venture in the legal sense, but only that we are a referral source for the other. We agree that we are independent contractors and that neither of us has any fiduciary duty to the other. We each acknowledge that the fees or discounts provided for in this Agreement (including the addenda) are the sole and exclusive compensation for our activities under this Agreement. Neither party is the agent of the other. Neither party may represent to any person that it has the power to bind the other on any service contract or other agreement or take any action reasonably likely to lead the public to believe that it is the agent or representative of the other. The Agreement is non-exclusive. Either party may provide services of the type described herein to any person, including a competitor of the other party. Neither party agrees to provide the other with any type of exclusivity in any market segment or geographical region.
Neither of us may assign this Agreement without the other’s prior written consent.
Neither party grants the other any rights to any of its intellectual property except for the license to use the Marks described in Section 7 above. Each party shall retain all right, title, and interest in and to its intellectual property, including intellectual property that it may develop during the term of the Agreement. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on either party’s purchase order, invoice, or other business forms are not binding on the other party unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous, or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement but are for the convenience of the parties. The use of the word “including” in the Agreement shall be read to mean “including without limitation.” Any documents signed in connection with the Agreement may be signed in multiple counterparts which, taken together, will constitute one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures. There are no third-party beneficiaries to the Agreement. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) inconsistent with the material economic incentives of the parties leading to the Agreement.
10. Final Agreement
This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.