Econic Network Partner Program Agreement

 NOTE TO REGISTERING PARTNER: References to the “PARTNER PROGRAM AGREEMENT” or this “Agreement” herein shall be inclusive of all documents, contracts and contract clauses of Econic Network linked to this Agreement, each of which are hereby incorporated herein by reference and made a part hereof with full force and effect. Such linked documents, contracts, and contract clauses together with this Agreement, set forth your and our legal agreements with respect to the Services as defined herein.

Defined terms used in this Agreement are capitalized and if defined within the body of the text are defined in Section 1 hereof.

   The Partner is an existing business operating in the Econic Network’s Target Market environment. Partner proposes that Econic Network use Partner’s services to make sales to Merchants which create Merchant registrations as transacting Econic Network Merchants. As a value-added Partner (VAP), Partner is expected to bundle a product or service along with the Econic Network platform as a solitary product available for purchase only on a subscription basis by Merchants.

By clicking on “I agree” when Partners sign up for a Partner Account,  for using the Partner Platform or for  participating in any Partner Program activities, Partners agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), and Econic Network. Each of Partner and Econic Network is a “Party,” and together they are the “Parties.” Partners can review the current version of the Agreement at any time at Terms of Service. Econic Network reserves the right to update and change the Agreement by posting updates and changes here: Terms of Service. If a material change is made, we will provide reasonable notice by email, posting a notice on the Econic Partner Network or in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes all terms and documents incorporated by reference

2. Sales and Payments Services by Payment Processor to Pay You and to Pay Econic Network

Upon completion and acceptance of your Registration and completion by you of Econic Network payment platform documentation at Registration, Econic will create a payment account for your Partner Account and Merchant store with a Econic Network payment processor partner in the Econic Partner Network, using your email address and your unique banking details provided at Registration. PARTNER WILL BE RESPONSIBLE FOR COMPLIANCE WITH THE PROCESSING RULES OF THE PAYMENT PROCESSOR. SEE PAYMENT PROCESSOR SERVICES.

Agreement Terms Applicable to All Parties

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

“Buyer” means any individual that visits or transacts business via a Merchant Store.

“Buyer Data” means information (including personal information) relating to a Buyer, including, but not limited to, order information, payment information, and account information.

“Econic Network” means collectively Econic Co., Inc. a Delaware corporation, Econic, Econic Network, and Econic Platform a subsidiary of Econic Network Co., Inc, and all other Econic Network Related Entities.

“Econic Network Trademarks” means the trademarks, logos, service marks and trade names of Econic Network. and any Econic Network Related Entities, whether registered or unregistered, including but not limited to the word mark Econic Network

 “Econic Partner Network Related Entities” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Econic Network; 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.

“Merchant” means any unique individual or business that: (a) uses the Service to sell products or services; (b) has registered as a Merchant Store for a paid Econic Network account; and (c) was introduced to Econic Network by the Partner who is a party to this Agreement.

“Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s use of the Partner’s Services, including, if applicable, the installation and use of an application.

“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information, and any Buyer Data.

“Partner Link” means the unique link issued to a Partner at Registration to initiate a Merchant Store registration with respect to Merchant Stores initiated by such Partner.

“Merchant Store” means the Merchant’s commerce presence hosted by Econic Network, including their online store and point of sale (POS). For clarity, a Merchant may have more than one Merchant Store.

“Partner” or “You” means an individual or entity that has agreed to the terms of this Agreement and participates in the Econic Network Partner Program.
1. A “Partner” is a person or entity who has registered for a Partner Account via the Econic Network Partner Program Page and who promotes the service by registering, and being approved by Econic Network, for a unique referral link (a “Partner Link”) to refer Merchants to Econic Network via such Partner Link including any person or  business which is  acting as a value-added partner or “VAP” working directly with Merchants as a designer, developer, or another consultant.

“Partner Account” means a Econic Network Partner account.

“Partner Dashboard” means the internal administrative page available at: dashboard.econicnetwork.com that allows Partners to manage their respective Partner Account.

“Partner Program” means the resources made available by Econic Network to Partners.

“Partner Network Services” means the Econic Network Services available via the Econic Partner Network and any associated websites, products or services offered by Econic Network.

“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in “the future.

“Target Market Business” means small and medium sized businesses with 20 or fewer employees, a produce and/or service offering of 200 or fewer SKU’s, operations in a service area of up to a 10-mile radios and enough customers to transact $1,000 a week on the Econic Network Platform. 

“Websites” means any websites that are owned, operated, or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.

2. Partner Responsibilities

2.1. Marketing Activities

1. Partner Services

The Partner is an existing business operating in the commercial environment of the Econic Partner Network Target Market Businesses. Partner proposes that Econic Network use Partner’s Services on the terms provided in this Agreement to make  license sales to the Target Market Businesses which create Merchant Store registrations as transacting Econic Merchants. Econic Network has the right to approve or disapprove any Partner proposed Target Market Business in its sole discretion.

Responsibilities

Partners will use their best efforts to (i) promote and market Econic Network, and (ii) identify for Econic Network prospective Referred Merchants.

3. Unauthorized and Prohibited Activities

1. A Partner will not:
   1. promote or advertise Econic Network or Econic Network Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites or display any offer code on a public-facing page or using a “click to display” offer code.
   2. use its Partner Link directly in any pay-per-click advertising.
   3. purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the Econic Network Trademarks or the names or trademarks of any Econic Network Related Entities or any variations or misspellings thereof that may be deceptively or confusingly like the Econic Network Trademarks or the names or trademarks of any Econic Network Related Entity.
   4. create or participate in any third-party networks or sub-affiliate networks without the express written permission of Econic Network.
   5. use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
   6. use direct linking to any page on any Econic Network website, without prior written permission from Econic Network; or
   7. mask its referral sites or use deceptive redirecting links.
2. An introduced Merchant cannot be a store opened or owned by a Partner and for which that Partner seeks compensation pursuant to this Agreement. A Partner will be deemed to have introduced only those Referred Merchants that access Econic Network from that Partner’s Partner Link assigned by Econic Network; or (b) through an Econic provided QR code.

4. Relationship between VAP and Merchant

The services provided by a VAP to a Merchant are the responsibility of the VAP and not of Econic Network. It is the VAP’s responsibility to ensure that there is a Merchant Agreement in place between the VAP and Merchant for the services to be provided by the VAP to the Merchant, and that the Merchant Agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the VAP. In the event of a dispute between the VAP and the Merchant, Econic Network is not obligated to intervene in any such dispute. Under no circumstances will Econic Network be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages, which result from or relate to the transfer of ownership of a Merchant Store to another Merchant or the VAP’s relationship with any Merchant. These limitations will apply even if Econic Network has been advised of the possibility of such damage. The foregoing limitations will apply to the fullest extent permitted by applicable law.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations, including obtaining any licenses required for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.

Partner represents and warrants that none of the Partner, its subsidiaries, or any director or officer thereof, is, or is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions.

2.3. Partner Duty to Disclose

If Partner is acting as an agent on behalf of a Merchant, then Partner will disclose to the Merchant any Fees that Partner is entitled to receive from Econic Network in accordance with this Agreement that are associated with such Merchant.

2.4. Other Partner Terms

1. If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
2. You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
3. To become a Partner, the Partner must create a Partner Account by providing all information indicated as required. Econic Network may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Econic Network will use the email address provided by Partner as the primary method for communication. The Partner is responsible for keeping its Partner Account password secure. Econic Network cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
4. If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents, and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents, or subcontractors.
5. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
6. Partner acknowledges and agrees that Econic  Network may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Econic  Partner Network’s website, available at the Econic Partner Network Website and such amendments to the Agreement are effective as of the date of posting. If a momentous change is made, Econic Network will provide reasonable notice by email, posting a notice on the Econic Network Blog or in the Partner Dashboard. Partner’s continued participation in Econic Network Partner Program after the amended Partner Program Agreement is posted to Econic Network’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If the Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Econic Network Program.
7. Partner acknowledges and agrees that Partner’s participation in the Partner Network Program, including information transmitted to or stored by Econic Network, is governed by the Econic Partner Network Privacy Policy found at Econic Network Website
8. Partner acknowledges and agrees that Partner may only access Merchant Stores by using any of the permitted tools listed at econcinetwork.com

3. Fees and Payments

3.1. Annual License Fee paid by Partners to Econic Partners Network  

Partners are charged an annual license fee of $1,600.00 to participate in the Econic Network Partners Program. Such fee will be billed in quarterly payments of $400.00 each in arrears with the first payment to be due 90 days after the beginning of your license and successive payments of $400.00 to be due every 90 days thereafter.

License Fees will be invoiced quarterly as provided above. Unpaid license fees older than 90 days will be netted against payments due to the Partner.

3.2 Annual Subscription Revenue Share Paid to Partner

The Partner is an existing business operating in the Econic Network’s commercial environment. Partner proposes that Econic Network use Partner’s services to make sales to the Merchants which create Merchant registrations as transacting Econic Network Merchants. As a VAP Partner is expected to bundle a product or service along with the Econic Network platform as a solitary product available for purchase only on a subscription basis by Merchants.

Subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner will participate in a revenue sharing plan applicable to Referral Partners that introduce Econic Network to Merchants that signup and transact through the Econic Network. Under the Program Partners are expected to:

• Identify and sign-up Merchants on a subscription, at a subscription rate the Partner deems appropriate to be paid on a monthly, quarterly, or annual schedule offered by the Merchant. If an annual subscription plan is offered by Partner, the payment from the Merchant is expected to be made upfront.
• The subscription rate established by the Partner shall reflect the total combined price of the bundled product available for sale consisting of the Econic Merchant Store license and the Partner’s unique bundled product.
• The minimum subscription price Partners must set for the monthly rate is $175 per Merchant, or equivalently $525 quarterly or $2,100 annually.
• All subscription payments by Merchants are transacted through the Econic Network.

Under the Partner Program, a Partner is entitled to a percentage of subscription revenue received from Merchants, with Econic Network being entitled to the remaining percentage. Rates vary subject to the number of businesses a partner signs up according to the schedule below.

            Subscription Revenue Share to a Partner and Econic

# Of Merchants	Partner Share %
100 Merchants	50%
250 Merchants	60%
1,000 Merchants	70%
10,000 Merchants	85%

The following chart sets forth examples of possible annual earnings to a Partner under the Program. These are examples only. Actual earnings depend on performance. Sample Monthly Recurring Revenue (MRR) rates are indicated below and annualized (multiplied by 12) to determine the total annual earnings. Each Partner determines for their market(s) the MRR rate they believe are appropriate for their market.

Annualized Subscription Partner Revenue (by sample MRR tiers)

Econic Network reserves the right to revise the revenue share applicable to the Program, and any ongoing obligations to receive revenue share from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the Econic Network blog, or in the Partner Dashboard.

Payment of Subscription Revenue Share. Econic Network agrees to pay Partner Revenue Share earnings per the Program on the following schedule:

• On or before the 19th business day of each month, Econic Network shall remit payment of the amount of earnings as shown in a companion Partner Monthly Report which will reflect what is due and owing to Partner for the prior month to be paid via an ACH credit to an account designated by Partner. If Partner disagrees with the amount shown as due and owing to Partner on any Monthly Report, Partner shall notify Econic Network thereof in writing within 30 days of receipt and the parties will work together to resolve such dispute in accordance with this Agreement; provided, however, Econic Network shall only be obligated to pay any amount not in dispute when the same is first due and payable. All revenue share payouts made to Partners are subject to a 4% transaction fee which will be billed as an offset to the earnings remitted.
• If Partner’s current monthly Revenue Share is less than $250 per month, Econic Network will accrue Partner’s monthly Revenue Share until such time that the total accumulated unpaid Revenue Share at the end of the then current month exceeds $250.
• Partners are responsible for all applicable Taxes that arise from or, because of, any activities under this Agreement or with respect to Partners dealings with a Merchant. If Taxes are not collected by Econic Network in respect of a Partner transaction with a Merchant facilitated by Econic Network, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.

3.3. Additional Payment Terms

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld or delayed by Econic Network during the period of investigation. Econic Network may also withhold payment if Partner fails to provide Econic Network with information that is required to make payment.

2. Notwithstanding anything to the contrary in this Agreement, Econic Network will not be responsible to pay any Fees:

a. related to amounts that have been refunded to a Merchant by Econic Network;

b. for a Merchant created or owned in whole or in part by the Partner;

c. related to fraudulent sales;

d. related to revenues that have been subject to charge backs;

e. to Partners who are employed by Econic Network (whether full-time, part-time, term or any other employment-type relationship); or

f. to Partners who are employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).

g. If any Fees paid by Econic Network are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Econic Network will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section 3.3.2 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Econic Network, Partner will pay to Econic Network the remaining balance within thirty (30) days of the effective date of termination of this Agreement.

h. Econic Network reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the Econic Network blog or in the Partner Dashboard. In the event of any disputes over Fees, Econic Network’s determination will be final and binding.

4. Termination

4.1. Termination

1. Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time form any reason, with or without cause, effective immediately upon notice to the other Party.

2. Fraudulent or other unacceptable behavior by Partner, including breach of the Acceptable Use Policy, as determined by Econic Network in its sole discretion, may result in one or more of the following actions being taken by Econic Network: (a) termination of Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.

3. Econic Network reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a material change is made to the Partner Program Agreement, including any material change to Fees, Econic Network will provide reasonable notice by email, posting a notice on the Econic Network blog or in the Partner Dashboard.

4.2. Consequences of Termination

1. Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Econic Network Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any Econic Network Creative or any Econic Network Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, or to receive any payments of Fees under this Agreement, unless otherwise determined by Econic Network in its sole discretion.

2. This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:

1. PART A: Section 1 (Definitions), Section 5.4 (Proprietary Rights of Econic Network), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)

In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

5. Intellectual Property Rights

5.1. Econic Network Creative

1. All Econic Network Creative will be solely created and provided by Econic Network unless otherwise agreed to by Econic Network in writing in advance. Econic Network will provide Partner with copies of or access to Econic Network Creative. The Econic Network Creative may also be accessible from the Partner Program Website. By using the Econic Network Creative, you indicate your acceptance of our Econic Network Trademark Usage Guidelines, and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the Econic Network Creative. The Econic Network Creative is provided “as is” and without warranty of any kind.

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

5.2. Econic Network Trademarks

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

5.3. Restrictions on Partner’s Use of the Econic Network Trademarks

Notwithstanding Section 5.2, Partners will not:

1. use the Econic Network Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services, unless granted express written permission by Econic Network in advance of each use; or

2. purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Econic Network Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Econic Network Trademarks.

5.4. Proprietary Rights of Econic Network

As between Partner and Econic Network, the Econic Network Creative, Econic Network Trademarks, all demographic and other information relating to Merchants including prospective Merchants, prospective Partners and Partners, the Services,  Merchant Data, 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 Econic Network or Econic Network Related Entities or otherwise related to the Service, Econic Network Partner Program, Econic Network or Econic Network Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Econic NetworkProperty”) will be and remain the sole and exclusive property of Econic Network. To the extent, if any, that ownership of any Econic Network Property does not automatically vest in Econic Network by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Econic Network, upon the creation thereof, all rights, title and interest Partner may have in and to such Econic Network Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5.5. Econic Network’s Use of Partner’s Intellectual Property

Partner grants to Econic Network a worldwide, non-exclusive, royalty-free, transferable, and sub-licensable right and license to use and display in any manner the Partner’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, images, and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Econic Network ‘s discretion, Econic Network may use any such intellectual property for the purposes of promoting or marketing Partner, Partner’s products, or services, or as otherwise agreed in  writing  with Partner, in Econic’s sole discretion..

6. Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, Merchant or  Buyer lists, prospective  Merchant or Buyer lists, names, addresses and other information regarding Buyers and prospective Buyers, or Merchants or prospective Merchants product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Econic Network and Partner, Merchant Data and Buyer Data is the Confidential Information of Econic Network.

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) 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, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. Disclaimer of warranty

The Econic Network Partner Program, the Service, the Econic Network Trademarks, and the Econic Network Creative are provided “as-is.” Econic Network makes no warranties under this Agreement, and Econic Network expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement, or fitness for a particular purpose. Without limiting the foregoing, Econic Network further disclaims all representations and warranties, express or implied, that the Service, the Econic Network, the Econic Network Trademarks, the Econic Network Creative, satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free, or free from harmful components.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

Econic Network, and the Econic Network Related Entities, will have no liability with respect to the Econic Network Partner Program, the Service,  the Econic Network Trademarks, the Econic Network Creative or Econic Network’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service,  the Econic Network Trademarks, the Econic Network Creative, or Partner’s participation or inability to participate in the Econic Network Partner Program, even if Econic Network has been advised of the possibility of such damages. In any event, Econic Network is, and the Econic Network Related Entities’ liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Econic Network 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. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and neither Econic Network or the Econic Network Related Entities are obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances will Econic Network, or the Econic Network Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations will apply even if Econic Network or the Econic Network Related Entities have been advised of the possibility of such damage. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Econic Network and any Econic Network Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Econic Network and Econic Network Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (e) any third party claim that Partner’s products or services, infringes the intellectual property or other rights of a third party; (f) Partner Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner’s products or services; (h) Partner’s relationship with any Merchant; and (i) any breach of applicable law by the Partner.

8.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 3.2.4, 5 or 6 above, in addition to all other rights and remedies available to Econic Network under this Agreement and under applicable law, Econic Network will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Econic Network in connection with such violation, in accordance with the provisions of this Section 8.

9. Additional Terms Applicable to Introduced Merchants

 Econic Network reserves the right to (i) demand and receive information from Partner about any introduced Merchant, including but not limited to information with respect to traffic sources and methods used to acquire the introduced Merchant, and (ii) assess the legitimacy and qualification of such introduced Merchant for the purposes of determining whether fees are   payable for such introduced Merchant. Under the terms of this Agreement Econic Network will not be responsible to pay any Fees for an introduced Merchant owned in whole or in part by a Partner or Partner’s employer (whether full-time, part-time, term or any other employment type relationship) unless agreed by it in writing.

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 under this Agreement 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 will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

10.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Econic Network or any Econic Network Related Entity is an agent, representative or related entity of the Partner. Neither Econic Network nor the Partner will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes Econic Network to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Econic Network to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Merchant and Partner. This Agreement will 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. Non-Exclusivity; No Third-Party Beneficiaries

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Other than those persons or entities entitled to indemnity hereunder, there are no third-party beneficiaries having Rights under or with respect to this Agreement.

10.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s or Econic Network’s email address listed in the Partner Account as the case may be and with copy in the case of notice to Econic to Legal at EconicNetwork.com; (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. Notice will be sent to the Partner at the address provided in the Partner Account, and to Econic Network at 5913 Loch Lomond Dr., Plano Texas 75093.

10.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will 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 will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

10.6. Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Econic Network nor the Partner will 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 it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.

10.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Econic Network will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Econic Network’s prior written consent, to be given or withheld in Econic Network’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Econic Network’s consent to assignment or transfer, contact Econic Network Partner Support in the Partner Dashboard.

10.8. Applicable Law

This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas with respect to transaction occurring entirely within such state, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Texas with respect to any dispute or claim arising out of or in connection with this Agreement.

10.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Econic Network, Econic Network Related Entities, or Econic Network products and services.

10.10. Competitive or Similar Materials

Econic Network is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Econic Network does not use Partner’s Confidential Information in so doing.

10.11. Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Econic Network concerning the Partner Program,  the Econic Network Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to Econic Network all right, title, and interest in and to the Feedback, and Econic Network is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, the Econic Network Creative or the Service and to create other products and services. Econic Network will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

10.12 Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

10.13. Industry Standards

1. Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards to securely operate Partner’s Website, applications, and themes, as applicable. If a Partner does not completely control some aspect of the Partner System, Partner will use all influence that the Partner has over the Partner System to do so. The Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

2. In addition, if Partner has access to Buyer Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s Services to the Merchant to whom the Buyer Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Buyers directly or indirectly, provided however that Partner may contact Buyers if the information is obtained from another source, such as from the Buyers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Buyer Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify Econic Network of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to Econic Network Partner Support via email at . Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Econic Network, the Econic Network Related Entities, Merchants or Buyers; and (D) regularly communicate the progress of its investigation to Econic Network and cooperate to provide Econic Network with any additional requested information in a timely manner.

10.14. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

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