Zakeke

Partner Plus Agreement


This Partner Agreement, consisting of this Cover Page and the attached Business Terms (collectively, this “Agreement”), is made and entered into by and between Zakeke and Partner each, as defined below). The Agreement shall become binding once Partner clicks through the Agreement in the manner provided by Zakeke (the “Effective Date”). Zakeke and Partner are sometimes referred to as a "Party", and together as the "Parties".
As used in this Agreement, the following terms shall have the meanings set forth below:

Zakeke:

“Zakeke” means Futurenext Srl, an Italian company with corporate offices in via Motta della Regina, 6 Foggia.

Zakeke Headquarters and Notice Address:

Via di Motta della Regina, 6 - 71121 Foggia, Italy. Vat N. 03376920710 - Registration N. 242262.

Partner:

“Partner” or “You” means the person or company (including Company Name and other information) detailed in the Form submitted to Zakeke.

Partner Information:

information provided by Partner in the Form.

TERM: “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 4 of the Business Terms).

BUSINESS TERMS

Background

 

Futurenext Srl is the owner and operator of Zakeke, a unique product customizer platform that allows any online merchant to let his customers personalize online products. Partner wishes to promote, market and advertise Zakeke to potential Zakeke customers (“Customers”) through its website(s) and other marketing channels, in accordance with Zakeke’s Partner Program (“Program”) detailed in this Agreement.

Agreement

The Parties agree as follows:

  1. LICENSE.
    1. Subject to this Agreement and its terms, Zakeke hereby grants to Partner a free, non-exclusive, non-transferable and revocable license (“License”) to market and distribute the Zakeke Service to Partners, and to use the Zakeke trademarks, logos and URLs provided by Zakeke and listed in Exhibit A (“Licensed Marks,” as may be amended by Zakeke from time to time), and associated materials, language or code for the sole purpose of promoting the Zakeke Service (collectively, “Marketing Materials”).
    2. The license to use the Licensed Marks granted herein is subject to Zakeke’s Trademark Usage Guidelines (“Guidelines”), incorporated here by reference, as updated from time to time by Zakeke at its sole discretion. Zakeke may revoke this license at any time by giving Partner a written notice (including via email).
  2. PROGRAM COMMITMENTS.
    1. The Program. To participate in the Program, Partner must complete the online application for participation in the Program found on Zakeke’s website (“Site”) and enter this Agreement.
      Zakeke may accept or reject any application at its sole discretion.
    2. Legal Agreements. As part of its participation in the Program and in acting as Zakeke’s Partner, Partner hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Zakeke from time to time, in its reasonable discretion, in connection with Partner’s ongoing participation in the Program and promotion of the Zakeke Service to Partners. In all its activities under this Agreement, and specifically such activities relating to Partner’s promotion of the Zakeke Service, Partner shall cooperate with Zakeke and act in good faith. In entering this Agreement, Partner further recognizes and accepts the terms and rules set in Zakeke’s Master Subscription Agreement (“General Conditions,” found here) and Zakeke’s Privacy Policy (“Privacy Policy,” found here), as applicable to Zakeke’s provision of the Zakeke Service to Partners, and particularly regarding Partner’s adherence to the Privacy Policy in all matters involving privacy of Partners’ information.
    3. Promotion, Partners Activities: Partner agrees to engage in continued, active promotion of the Zakeke Service in various marketing channels using the Licensed Marks and Marketing Materials, and to do so in compliance with the terms of this Agreement.
    4. Prohibited Activities. Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Zakeke’s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Zakeke Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
    5. Permissible Use of Zakeke Marks.
      1. Partner expressly agrees to comply with all the terms herein (particularly Section 5c) in using the Licensed Marks and in creating Marketing Materials.
      2. Through the Guidelines and otherwise, Zakeke shall provide specifications and other instructions from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting the Zakeke Service. Partner further agrees to comply with all such specifications and instructions.
      3. Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by Zakeke in the Guidelines or otherwise, shall not modify any Zakeke Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Zakeke, and shall further comply with reasonable instructions from Zakeke as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by Zakeke, the license granted herein shall expire and Partner shall immediately cease all its activities under this Agreement.
    6. Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Zakeke Mark violates a third party’s trademark rights, Zakeke is not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold Zakeke harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner’s Marketing Materials.
    7. Customer Relations. During and after the Term, Zakeke shall be the exclusive owner of all relations created via Partner among Zakeke and Customers with respect to the Zakeke Service, including any and all information identifying Customers who contract with Zakeke for the use of the Zakeke Service. The Master Agreement, Privacy Policy, and Zakeke’s rules and procedures for the Zakeke Service will apply to these Customers and may be changed by Zakeke without prior notice to Partner, and Partner agrees to convey to Customers the nature of their relations with Zakeke under the Master Agreement.
  3. AGENCY PLUS TERMS.
    1. New Partner Procedure. Upon receiving each Partner Form, Zakeke shall send the Agreement to sign to the Partner’s email address indicated in the Partner Form, and after the signature, Zakeke will send via email the steps to be taken to starting up the partnership.
    2. New Customer Procedure. Each Customer shall be referred to Zakeke by Partner through an online link provided by Zakeke to Partner, which Partner shall fully complete and submit to Zakeke (“Partner link”).
    3. Zakeke Responsibilities. Zakeke shall collect all fees from Customers for the Zakeke Service directly from Customers (“Subscription Fees”).
      Zakeke shall train Partner Plus in order for it to be independent for future onboardings and for first-line support. Zakeke will provide support to the Partner according to its customer service policy.
      Zakeke will provide Partner Plus marketing material to commercialize Zakeke on the Market.
      Zakeke will list the Partner Plus on a dedicated Website’s page.
      Zakeke might send to the partner leads to convert and manage.
      Zakeke might provide monthly webinars with technical, marketing or sales updates.
      Zakeke will send to the Partner a Partner Plus Badge (“Partner Plus Badge”), that the Partner will use in its communications.
    4. Partners Plus Responsibilities. The Partner Plus will pay, in advance, a joining fee of 1500€ to Zakeke in order to receive special Zakeke training divided into multiple online sessions. This training service will be needed to allow the Partner to become independent for the future Customer onboardings. An invoice will be raised by Zakeke once the Agreement has been signed by both parties. Since the second year of partnership, the Partner Plus will pay an Annual License fee of 1500€. If, over the previous year of partnership, a minimum of 5 clients, referred by the Partner, will have adopted Zakeke, then the Partner will not have to pay the Annual Fee for the upcoming period.
    5. Payment. Zakeke shall pay Partner Plus fees in arrears at the 25% of the Monthly Recurring Price paid from the Customer (excluding any discounts) for the first 5 enrolled Customers and 30% for the following ones (from the sixth onwards). All the commissions are intended as recurring commissions and will be recognized to the partner for a period equal to the referee contract duration.
      All the Partner’s commissions will be paid on a quarterly basis to the Partner Plus.
  4. TERM AND TERMINATION.
    1. Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Zakeke rejects Partner’s application to participate in the Program.
    2. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
    3. Early Termination.
      1. Without Cause. Zakeke shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days’ prior written notice to the Partner.
      2. For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.
    4. Effect of Termination. From and following the date of termination of this Agreement Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Customer Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
  5. GENERAL.
    1. Modification of Agreement. Zakeke may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site or notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
    2. Assignment. Zakeke may assign this Agreement at any time. Partner may not assign or transfer this Agreement without Zakeke’s prior written consent, such consent not to be unreasonably withheld.
    3. Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Zakeke Marks, the Zakeke Service and related content and technology around the world (“Zakeke IP Rights”) are and will remain the exclusive property of Zakeke and its subsidiary companies. The License granted by Zakeke to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s right to use the Licensed Marks is at the discretion of Zakeke and is subject to Partner’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any Zakeke IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Zakeke IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Zakeke IP Rights; (d) promptly notify Zakeke of any unauthorized use of any Zakeke IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other Zakeke Marks in compliance with the Guidelines. Zakeke may perform periodic reviews of any Marketing Materials presented by Partner, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.
    4. No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
    5. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Master Agreement, Privacy Policy and Guidelines. During the Term and after termination of this Agreement for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Zakeke and will not make, publish or allow to be made or published any disparaging remarks concerning Zakeke, its representatives, or the Zakeke Service.
    6. Disclaimer of Warranty. Other than Zakeke’s express warranty under the previous subsection 5.5, Zakeke makes no other warranty, express or implied, of any kind and Zakeke expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
    7. LIMITATION OF LIABILITY. NEITHER ZAKEKE NOR ANY OFFICER, EMPLOYEE, DIRECTOR OR ANY OTHER REPRESENTATIVE OF ZAKEKE SHALL BE LIABLE TOWARDS PARTNER OR TOWARDS ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS TERMINATION, IN CONTRACT, PRE-CONTRACT, TORT OR OTHERWISE FOR (A) ANY ECONOMIC LOSS (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR (B) ANY LOSS OF GOODWILL OR REPUTATION. SUCH LOSSES INCLUDE, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES AS WELL AS ANY LOSSES OR DAMAGES CAUSED BY INTERRUPTION OF OPERATIONS. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES OR UNDERSTANDINGS SURROUNDING ANY RELATIONS AMONG THE PARTIES, ZAKEKE’S ENTIRE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL NOT EXCEED $100 U.S. FOR ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND MADE BY PARTNER UNDER THIS AGREEMENT, AND BY ENTERING THIS AGREEMENT PARTNER RECOGNIZES THE LIMITATIONS HEREIN ON ZAKEKE’S LIABILITY.
    8. Independent Contractors. The Parties herein act on their own behalf as independent contractors.
      Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on Zakeke’s behalf. Partner’s display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
    9. Indemnification. Partner will indemnify, defend and hold Zakeke and its subsidiaries, affiliates, officers and employees (the “Zakeke Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Zakeke Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Partner; (b) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; or (c) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
    10. Confidential Information and Prohibition on Raiding. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Customers’ information or if designated as confidential by either of the Parties. Neither Party shall for the duration of this Agreement and for one year after termination thereof hire, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.
    11. Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Zakeke’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
    12. Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
    13. Anti-Bribery and Export Compliance. Partner agrees not to promote, approach or submit Customers, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any Laws or this Agreement.
      Non-Disparagement. During the Term and for five (5) years thereafter, Partner agrees that it will not disparage Zakeke or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Zakeke’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Zakeke or any of its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Zakeke refusing to enter into this Agreement.
    14. Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.
    15. Notices. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
    16. Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of Italy, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the city of Foggia, Italy. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate court located in Foggia, Italy, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.

Foggia, Italy


April 20, 2021

Partner: Zakeke:

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Signed by Angelo Coletta
Signed On: April 7, 2021


Signature Certificate
Document name: Partner Plus Agreement
lock iconUnique Document ID: eb7216c07813cc492eb23f92766782e9f0e262da
Timestamp Audit
April 6, 2021 3:31 pm CESTPartner Plus Agreement Uploaded by Angelo Coletta - a.digioia@zakeke.com IP 87.11.239.169