This Partner Agreement (the "Agreement") describes the terms and conditions for participation in the MagneticOne (doing business as “API2Cart”) Affiliate and Ecommerce Incubator Partner Program (the "Program").

The terms "Partner," "you," or "your" are referring to you, the applicant. The terms “Company”, “API2Cart” "we", "our" or "us" are referring to MagneticOne (doing business as “API2Cart”). The Partner and the Company together referred to as the “Parties”, and each separately – the “Party”.

1. ENROLLMENT

1.1. To become the Partner of the Company, you shall abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully. By clicking "I agree" or by participating in the Program, you represent that you have read, fully understand and agree to the terms of this Agreement.

1.2. If this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that legal entity to this Agreement.

1.3. In order to apply for enrollment into this Program, you must first fill a Signup Form - “Become a Partner” (at the following webpage: https://api2cart.com/partnership/ ) of the Company and you must agree to this Agreement.

1.4. You may apply to participate in the Program by providing all the information required by the Company in connection with becoming a Company’s Partner and by accepting the terms of this Agreement.

1.5. After receiving your application, we will review Partner's Website and notify you of your acceptance or rejection into our Program. The Company reserves the right to accept or reject your application at our sole discretion.

2. PURPOSE

2.1. The Company designates and appoints the Partner as the Referrer to actively promote the Company’s services described in para 2.2. of the Agreement (the “Services”) and provide sales leads to the API2Cart, and the Partner hereby accepts this appointment.

2.2. API2Cart provides the following Services: unified shopping cart API to connect and transfer data from/to different shopping carts due to the Terms of Service and the Service Level Agreement of the API2Cart.

2.3. The “Company’s Website” is the following website: https://api2cart.com/ .

2.4. The Parties are independent parties and this Agreement will not form any partnership.

3. WEBSITE RESTRICTIONS

3.1. Partner’s participating website(s) ("Partner's Website") may not:

  1. Infringe on our or anyone else's intellectual property, privacy or other rights.
  2. Violate any legislation, legal act or regulation.
  3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
  4. Contain any malware (for example, viruses, Trojan horses, worms, time bombs, cancelbots, or other malicious software that is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information).
  5. Contain software that attempts to intercept, divert or redirect Internet traffic to or from any other website.

3.2. By accepting our Program the Partner shall do the following:

  1. Partner's Website will not in any way copy, resemble, or mirror the look and feel of the Company’s Website.
  2. You will also not use any means to create the impression that Partner's Website is the Company’s Website.

3.3. Use of any of API2Cart Trademarks as part of the domain or sub-domain (for example, “api2cart.com”) for Partner's Website is strictly prohibited. You may not use identical or virtually identical API2Cart Trademarks as a first level or second level domain name. For example, “iMagneticOne.com” and “api2cart.yourdomain.com” are not acceptable.

3.4. The Company reserves the right to terminate this Agreement immediately by sending a Termination notice via email to you, in case of any violation of paras 3.1., 3.2., 3.3. above. The Partner shall return (forfeit) all the Partner’s compensation during 5 (five) working days after receipt of the Termination notice via email.

4. RESPONSIBILITIES

4.1. The Company is obliged to do each of the following:

  1. Give the Partner’s compensation prescribed by para 8.
  2. Provide Marketing Materials to the Partner.
  3. Fulfill other obligations prescribed by this Agreement.

4.2. The Partner is obliged to do each of the following:

  1. Submit a SignUp Form on https://api2cart.com/partnership/.
  2. As an Affiliate Partner or eCommerce Incubator Partner - provide referrals for API2Cart Services.
  3. List API2Cart as its partner using the Marketing Materials received from the Company (namely, API2Cart logo, API2Cart Services description, API2Cart partner link).
  4. Notify the Company by sending written notice of any changes to its procedures affecting the Company’s obligations under this Agreement not less than оne (1) month prior to implementing such changes.
  5. Provide other assistance to the Company as it seems reasonable and appropriate.
  6. Be responsible for all costs and expenses incurred in the performance of its responsibilities pursuant to this Agreement.
  7. Include a disclosure statement within any and all pages/posts where affiliate links for the Agreement are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement.
  8. Fulfill other obligations prescribed by this Agreement.

5. MARKETING MATERIALS

5.1. Upon acceptance into the Program, the Company may make available to you logos, trade names, trademarks, and marketing materials (including, but not limited to, marketing creative, graphics, banners, videos, and links), collectively "Marketing Materials", for your use in promoting the API2Cart services by displaying on Partner's Website. The Marketing Materials may change from time to time at our sole discretion. You shall use the Marketing Materials in accordance with the License set below.

5.2. The Company hereby grants to you, and you hereby accept, a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable, royalty free license to use, reproduce, publicly display, transmit, market, promote, and broadcast the Marketing Materials for the sole purpose of promoting the Company and the Program as described in this Agreement, subject to any style guide or instructions regarding the use or display of the Marketing Materials as the Company may provide from time to time (the “License”).

5.2.1. The term of the License shall expire upon the expiration or termination of this Agreement.

5.3. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program.

5.4. The Company may make Marketing Materials available to you to display and use on the Partner’s Website provided that the manner of display complies with the following requirements:

5.4.1. You may only use the Marketing Materials to promote the Company’s Website, and for linking to the Company’s Website.

5.4.2. You shall use only such links to the Company’s Website as are provided to you by the Company.

5.4.3. You shall not alter, add to, subtract from, or otherwise modify the Marketing Materials as they are prepared by the Company without consent from the Company. If you wish to alter or otherwise modify the Marketing Materials, you must obtain prior written consent from the Company for such alteration or modification.

5.4.4. You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following:

  1. E-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of the Company.
  2. E-mails and any related written materials must first be submitted to the Company for approval prior to being sent.

5.4.5. You shall include a disclosure statement within any and all pages/posts where affiliate links for our Affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement.

6. INTELLECTUAL PROPERTY

6.1. For purposes of this Agreement, the “API2Cart trademarks” means “API2Cart”, “api2cart.com” and API2Cart logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of API2Cart as the Company may from time to time notify the Partner to be the API2Cart trademarks within the meaning of this Agreement.

6.2. Company shall own all worldwide right, title, and interest (including copyright and other proprietary or intellectual property rights) in and to the Code Content (namely, source code).

6.3. Company’s API2Cart Service is proprietary software of the Company, which is offered for a fee declared at https://api2cart.com/ website and delivered as a SaaS (Software as a Service) model only. Company’s API2Cart Services may not be transferred, altered, copied or duplicated in any way or for any reason.

6.4. Upon signature this Agreement, the Company grants the Partner a limited, non-exclusive, revocable, royalty-free right to use the API2Cart trademarks during the term of this Agreement solely within the Partner’s responsibilities due to this Agreement, provided that the Partner shall not use the API2Cart trademarks in any manner to harm or adversely affect the API2Cart trademarks or the goodwill associated with the API2Cart trademarks.

6.5. Except for the limited license provided in this Agreement, the Company reserves all intellectual property rights in and to the API2Cart trademarks and the goodwill associated therewith.

6.6. All uses of the API2Cart trademarks by the Partner shall inure to the benefit of the Company. The Partner shall not acquire, directly or by implication, any rights or license in the API2Cart trademarks except as expressly provided in this Agreement.

6.7. The Partner’s right to use the API2Cart trademarks will terminate immediately if the Partner violates any of the terms of this Agreement.

7. CLIENTS

7.1. Clients who purchase the API2Cart Services through the Program will be deemed to be Clients of API2Cart. Accordingly, all the Company’s rules, policies, and operating procedures concerning Client orders and Services will apply to those Clients. We may change our policies and operating procedures at any time. Prices and availability of API2Cart Services may vary from time to time.

8. PARTNER’S COMPENSATION

8.1. THE AFFILIATE PARTNER’S COMMISSION DUE TO THE API2CART AFFILIATE PARTNER PROGRAM SHALL BE AS FOLLOWS:

8.1.1. Upon acceptance into the API2Cart Affiliate Partner Program, you will be eligible to receive the "Commission" for the successful completion of Purchases. The "Purchase" occurs when a Client (not you) clicks-through the affiliate link (supplied by the Company to the Partner) to the Company’s Website and successfully completes a Purchase for which the Company receives and retains full payment.

8.1.2. The current rates of the Affiliate Partner’s Commission are as follows:

  1. 20% from each payment made by a Client for API2Cart Services based on Partner referral for Services provided by the Company (more details at the following link: https://api2cart.com/become-a-partner/);
  2. will be due upon the commission amount reaching $100 USD during 7 (seven) business days per Partner Commission request via the email.

8.1.3. The Company has the right to modify the Commission rates from time to time, in its sole discretion.

8.1.4. The Partner will receive Commission, pursuant to para 8.1.2. above, subject to the following conditions:

  1. the Partner sends Commission request via email to partners@api2cart.com;
  2. receipt of the email shall be acknowledged by the Company within 2 (two) business days of receipt; and
  3. the Company shall confirm the referred entity is not an existing Client of the Company as of the date such referral is made and that the entity has not been engaged in active negotiations with the Company during the twelve (12) month period immediately preceding the date of such referral.

8.1.5. Each Purchase will have a waiting period of ONE MONTH before it is marked as a payable Commission. This is so we can ensure that the Client referred by the Partner will not request for a refund. In the event of any chargeback(s), refund(s) or cancellation(s) by Clients referred by Partner, your Commission shall be cancelled. If we have already paid the relevant Commission to you, we shall deduct that amount from our next payment to you. Refunds will be made to Clients in accordance with our Refund Policy or at our sole discretion.

8.1.6. Payment methods will be negotiated outside of this Agreement. It's possible to change the rates of Partner’s Commission by mutual written agreement between the Company and the Partner.

8.1.7. As an Affiliate Partner, you will only use the affiliate link obtained from the Company without manipulation. You may not use your affiliate links to claim commissions for your own purchases on the Company’s Website.

8.2. THE PARTNER’S DISCOUNT DUE TO THE API2CART ECOMMERCE INCUBATOR PARTNER PROGRAM SHALL BE AS FOLLOWS:

8.2.1. Upon acceptance into the eCommerce Incubator Partner Program, the Partner discount will be as follows:

  1. 20% discount for Clients, who were referred by the Partner, on Services provided by the Company (more details at the following link: https://api2cart.com/ecommerce-incubators/); and
  2. Additional trial period for thirty (30) calendar days, if the Client, who was referred by the Partner, subscribes to any of the API2CART PRICING PLANS (more details at the following link: https://api2cart.com/pricing/).

8.2.2. The Company has the right to modify the discount rates from time to time, on its sole discretion.

8.2.3. The Partner shall get the discount, pursuant to para 8.2.1. above, subject to the following conditions:

  1. the Partner sends an email to partners@api2cart.com listing the referred entity’s company name and representative (the “Client”);
  2. receipt of the email referral shall be acknowledged by the Company within seven (7) business days business days of receipt; and
  3. the Company shall confirm the referred entity is not an existing Client of the Company as of the date such referral is made and that the entity has not been engaged in active negotiations with the Company during the twelve (12) month period immediately preceding the date of such referral.

9. DISCLAIMER

9.1. The Company shall not be liable to you under these terms, under any contract, negligence, tort, strict liability or other legal or equitable theory, for any indirect, punitive, incidental, consequential, special or exemplary damages related to the Program (including, without limitation, loss of revenue or goodwill or profits or lost business and including costs associated with the procurement of substitute goods or services), even if advised of the possibility of such damages.

9.2. The Company’s maximum aggregate liability to the Partner arising out of or in connection with this Agreement is limited to the sum of $1000 (one thousand USD).

9.3. The Company makes no express or implied warranties or representations with respect to the Program or your potential to earn income from the Program. In addition, we make no representation that the operation of our websites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

9.4. All API2Cart Services, Programs and Marketing Materials hereunder are provided "as is" without any warranty whatsoever.

9.5. The Company disclaims all warranties, express, implied, or statutory (to the extent permitted by law), regarding the Services, Program and Marketing Materials, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

10. INDEMNIFICATION

10.1. You shall indemnify and hold harmless the Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any wrongful act related in any way to your participation in the Program or your breach of this Agreement.

10.2. You shall also indemnify and hold harmless the Company from any damage, loss or other cost arising out of the use or misuse by you of the Marketing Materials.

11. CONFIDENTIALITY

11.1. “Confidential Information” means any of the Partner’s or Company’s non-public proprietary information, which is marked in writing as “confidential” or “trade secret”. Each Party shall not disclose the Confidential Information without the other Party’s prior written consent.

11.2. You shall not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from the Company.

11.3. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.

11.4. The Parties agree that the Partner will not offer work to the Company's employees during the term of the contractual relations between the Parties. If the Partner does enter into an agreement with an employee of the Company, then the Partner shall within 3 (three) working days from the date of receipt of the relevant notification from the Company to pay to the Company the fine for each such violation in the amount of the biggest sum: 1) $5,000 (five thousand US dollars), or 2) the annual salary of such employee for the last calendar year.

11.5. The Parties have agreed that the Partner shall not use the Company's Trade Secrets and Confidential Information obtained through the contractual relations between the Parties to provide similar information services to third parties. In the event of breach of this obligation, the Partner shall pay to the Company a fine for each such breach in the amount of $50,000 (fifty thousand US dollars).

12. TERMINATION

12.1. Your participation in the Program shall begin upon your acceptance as a Partner by the Company and will continue in full force and effect for an initial term of one (1) year (the “Term”), unless earlier terminated in accordance with the para 12.2. of the Agreement. In case, the Agreement is not terminated by the Parties, but the Term passes, it is automatically prolonged for the Term period.

12.2. Types of Termination. This Agreement may be terminated:

  1. By either Party on provision of thirty (30) days prior written notice to the other Party via email.
  2. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ten (10) calendar days of receipt of written notice via email thereof.

12.3. Responsibilities after Termination. Following the termination of this Agreement for any reason, the Company shall promptly pay the Partner according to the terms of para 8 of the Agreement for the successfully completed Purchases before the effective date of the termination (the “Termination Date”). The Partner acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the Termination Date.

Upon termination, the License granted to the Partner pursuant to the Agreement shall cease and the Partner shall use best efforts to immediately remove all codes and links, references on the Partner’s Website regarding API2Cart, and cease any and all use of Marketing Materials, API2Cart trademarks or any other items received in connection with this Agreement.

13. MODIFICATION

13.1. The Company may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new version of Agreement on the Company’s Website. Modifications may include, for example, changes in the scope of available Commissions, discount rates, referral fees, fee schedules, payment procedures and Program rules, etc.

13.2. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14. GOVERNING LAW. VENUE

14.1. This Agreement is governed by the laws of Ukraine. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

14.2. If not settled by the negotiations, any dispute, controversy or claim arising out of or relating to this Agreement, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The number of arbitrators shall be three. The place of arbitration shall be Kiev, Ukraine. The language to be used in the arbitral proceedings shall be English.

15. GENERAL

15.1. Should any provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the Parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

15.2. Each Party may not assign this Agreement or any of its rights or obligations hereunder without the other Party’s prior express written consent.

15.3. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between the Parties. You shall have no authority to bind the Company to any agreement, nor shall you be considered to be an agent of the Company in any respect.

15.4. This Agreement, constitutes the final, complete, and exclusive statement of the Parties agreement with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

15.5. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future.

15.6. Please send an email to partners@api2cart.com with any questions you may have.


Last updated: May 1, 2021