This Growave Partnership Agreement (the “Agreement” or “Partnership Agreement”) is made by and between Growave LLC, having its principal place of business at Kuykov 11/4, Kok-Zhar village, Bishkek, Kyrgyzstan, (hereinafter "Growave"), and [Partner company] having its principal place of business at [Partner Company Address], (hereinafter “Partner”).
WHEREAS, this Agreement addresses and is applicable to different types of Partner activities (“Activities”).
WHEREAS, Growave and Partner desire to enter into this Agreement in order to create co-marketing activities for the purpose of generating new sales leads.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, Growave and the Partner covenant and agree as follows:
1.1 "Party" shall mean Growave or Partner (collectively “Parties”).
1.2 “Agency” shall mean an individual or entity with a business relationship with Growave, whereby either Party refers business to the other in exchange for a fee or commission.
1.3 "Effective Date" shall mean the date the last Party signs the Agreement.
1.4 “Merchant” shall mean an individual or business that utilizes the Service of one or both Parties for their Shopify store.
1.5 “Merchant Data” shall mean information (including Personal Information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data.
1.6 “Customer” means a customer of the Merchant.
1.7 “Customer Data” means the information (including Personal Information) relating to a Customer, including but not limited to, order information, payment information, and account information.
1.8 “Personal Data” shall mean any information that is related to an identified or identifiable individual and has been provided by either Party through the advancement of this Agreement, including but not limited to information related to a Party’s employees, customers, or contractors.
1.9 “Growave Data” shall mean the electronic data or information submitted by Growave or Growave’s Business Affiliate(s) in advancement of the Agreement.
1.10 “Partner Data” shall mean the electronic data or information submitted by Partner or Partner’s Business Affiliate(s) in advancement of the Agreement.
1.11 “Documentation” shall mean Growave’s electronic and hardcopy user guides for any software developed and provided by Growave for the purpose of the Agreement, which may be updated by Growave from time to time.
1.12 “Confidential Information” shall mean (a) any software owned and utilized by Growave for the purpose of the Agreement and its respective source code; (b) Partner Data and Growave Data; (c) names and other information related to Business Partners shared by disclosing party to receiving party in advancement of the Agreement that is not otherwise publicly known; (d) each Party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (e) the terms, conditions, and pricing of this Agreement (but not its existence or Parties).
1.13 “Joint Promotional Venture” means a marketing activity promoting the relationship between both Parties or the purpose of this Agreement.
1.14 “Security Breach” shall mean (i) any actual or reasonably suspected unauthorized use, loss, access to or disclosure of Partner Data, Growave Data, Confidential Information or Personal Data.
2.1 This Agreement will become effective on the Effective Date and will remain in force indefinitely unless terminated earlier in accordance with the terms and conditions herein.
2.2 Either Party may terminate this Agreement without cause upon providing the other Party written notice no less than thirty (30) days before the desired end date of the Agreement.
2.3 Upon the expiration or termination of this Agreement, Growave will pay the party any unpaid Affiliate Commission Fees earned through to the expiration or termination of the Agreement.
3.1 Growave and Partner will not distribute or publish any marketing, other promotional material, or press releases, utilizing any name, trademark, trade name, logo, or other intellectual property rights without prior written consent.
4.1 In consideration for the successful referrals, Growave shall pay the Partner twenty percent (20%) revenue commission on the amount paid by the Merchant to Growave for the first two (2) years of the Merchant’s lifetime. The Partner shall invoice Growave at least once every twelve (12) months and such invoices shall be due and payable within thirty (30) days of Growave’s receipt of the invoice.
4.2 In consideration for the successful referrals, Affiliate Commission Fees shall be payable by Growave to The Partner, if:
4.2.1 Referred Merchants have logged in to the Growave site within ninety (90) days of website cookie duration.
4.2.2 Considering successful referrals, all referred Merchants will receive a thirty (30) days free trial on any Growave Pricing Plan. Upon the expiration of the free trial period, Merchant shall sign up for a paid Growave Pricing Plan.
4.3 In consideration of the Affiliate Commission Fees, an invoice can be sent to Growave via PayPal once the amount reaches $100.00.
5.1 Both Growave and Partner, hereby opt to offer an extended trial period/discounts on paid plans (yearly or monthly) for their new referrals/new customers arising from a successful referral by either of the parties. The exact terms of this Joint Discount Model for the referrals may change based on mutual agreement between the two parties.
6.1 Growave and Partner agree that in performing their responsibilities pursuant to this Agreement they are in the position of independent contractors. Nothing in this Agreement or the parties’ relationship shall be construed to give either party the power to direct and control the day-to-day activities of the other.
7.1 Subject to the terms of this Agreement, both Parties hereby grant to the other Party a limited, non-exclusive license to use disclosing Party's Background Information only to the extent that it is reasonably necessary to enable receiving Party to meet its obligations under this Agreement during the Term of this Agreement. In no event shall the receiving Party have the right to decompile, reverse engineer, modify, port, create Derivative Works based upon, assign, or transfer any of disclosing Party’s Background Information, except as expressly permitted under this Agreement or subsequently agreed to by both Parties in writing. Upon termination of this Agreement, all license rights granted to the receiving Party under this Section 7 shall automatically terminate.
7.2 The rights granted to Growave shall include the right to disclose to third parties or publish the partnership with Partner, including through the use of press releases or case studies, including the use of Partner’s name or trademark, at Growave's discretion.
7.3 In the event both Parties agree to participate in a Joint Promotional Venture, both Parties will work together to develop a series of requirements that both Parties must abide by throughout the Joint Promotional Venture.
8.1 Each party hereto agrees that it shall treat as confidential all information provided by the other party (the “Disclosing Party”) to such party (the “Recipient”) or to which the Recipient obtains access and that relates to the Disclosing Party, including information regarding its business, financial affairs, operations or otherwise, including without limitation, securities holdings and trading information of a Portfolio or Fund (“Confidential Information”). In maintaining the confidentiality of the Confidential Information of a Disclosing Party, each Recipient shall exercise the same degree of care that such person exercises with respect to its own Confidential Information of a similar nature, including the use of customary data protection procedures, and in no event less than a reasonable degree of care.
8.2 All Confidential Information of a Disclosing Party shall be used by the Recipient solely for the purpose of rendering or receiving services pursuant to this Agreement and shall not be disclosed to any third party other than such Recipient’s (i) employees and contractors who have a need-to-know for purposes of performing such Recipient’s obligations under this Agreement, provided, that, such persons and entities are bound by confidentiality provisions at least as stringent as those contained herein, (ii) regulators or examiners, and (iii) auditors and legal counsel, to the extent required in connection with services provided by such parties to Recipient.
8.3 The confidentiality obligations provided in Sections 8.1 and 8.2 shall not apply to any information which:
8.3.1 is known by the receiving Party at the time of its receipt thereof from the disclosing Party;
8.3.2 is publicly known through no fault of the receiving Party;
8.3.3 is rightfully provided to the receiving Party without any restriction on disclosure by a third party;
8.3.4 is independently developed by the receiving Party without the use of the information furnished by the disclosing Party; or
8.3.5 is requested or required by legal process to disclose any Confidential Information, the respective party shall give prompt written notice to the other party and may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the party shall disclose only that portion of the Confidential Information that its counsel advises that it is legally required to disclose.
8.4 The party acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the party for which damages would not be a fully adequate remedy, and, therefore, in the event of any such breach, in addition to other available remedies, the party shall have the right to obtain injunctive relief in any court of competent jurisdiction without the necessity of posting a bond.
9.1 The party will indemnify, defend and hold harmless the Client and its parent entities and its affiliates and each of their respective officers, directors, managers, members, stockholders, employees, contractors, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims (alleged or actual), damages, penalties, liabilities, losses, charges, obligations, demands, suits at law or in equity, proceedings, violations, penalties, costs, and expenses (including, without limitation, investigation costs, expert costs, and attorneys’ fees) arising out of, or in any way related to, a third-party claim arising from or relating to the party’s breach of any of its representations, warranties, covenants or obligations contained in this Agreement. Each Indemnified Party is intended by the Parties to be a third-party beneficiary of this Agreement.
10.1 Each Party believes that the technical information to be furnished by it hereunder will be true and accurate. However, neither Party shall be held to any liability for errors or omissions in such technical information
10.2 Each Party warrants that the Background Information and Intellectual Property licensed by such Party under this Agreement are the original work of such Party (or such Party has a valid right to license such property) and it has the power to grant the rights described in this Agreement.
10.3 NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOST PROFITS OR LOST REVENUE ARISING OUT OF THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY, OR OTHERWISE, UNLESS MENTIONED UNDER THIS AGREEMENT.
No supplement, modification, or amendment of this Agreement shall be valid unless in writing and agreed upon by both Parties.
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Kyrgyz Republic.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.
The Kyrgyz Republic, Chui region, Kok-Zhar village, Kuyukov street 11/4