This Partner Agreement ("Agreement") is made and entered into by and between Mapsly LLC ("Mapsly"), a California Limited Liability Company with its principal location at 440 N Barranca Ave #4985, Covina, CA 91723, and the Partner, defined below. This Agreement becomes binding upon the Partner's registration on Mapsly Partner Portal located at https://mapsly.tapfiliate.com (the "Effective Date"). Mapsly and Partner are sometimes referred to individually as a "Party" and collectively as the "Parties."
Definitions
Mapsly LLC: A California Limited Liability Company headquartered at 440 N Barranca Ave #4985, Covina, CA 91723. For legal notices, provide copies to legal@mapsly.com.
Partner: The individual or legal entity who completes the affiliate account signup process and provides the required information as detailed during the registration process.
1. License Grant
Mapsly grants the Partner a non-exclusive, non-transferable, revocable license to:
Promote and distribute the Mapsly service using the Mapsly trademarks, logos, and marketing materials ("Licensed Marks") provided by Mapsly.
Use the Licensed Marks solely in the form provided by Mapsly and in compliance with Mapsly’s brand guidelines.
Create marketing materials incorporating the Licensed Marks, subject to Mapsly’s prior review and written approval.
The license granted herein is strictly limited to promoting Mapsly services in lawful and ethical ways. Mapsly may revoke this license at any time with written notice.
2. Partner Obligations
Compliance: Partner agrees to comply with all applicable laws and regulations, including but not limited to anti-spam laws, data protection laws, and intellectual property laws.
Prohibited Activities:
Partner shall not use Marketing Materials in connection with any content that is unlawful, defamatory, obscene, offensive, harassing, discriminatory, or otherwise objectionable in Mapsly’s sole discretion.
Partner shall not engage in spamming or any unsolicited bulk communications to promote Mapsly services.
Partner shall not misrepresent the nature of the Mapsly service or its relationship with Mapsly LLC.
3. Referral Procedure
Mapsly provides individual referral links to each Partner for automatic attribution of signups. However, due to potential scenarios where clients may bypass the link, Partners are encouraged to notify Mapsly of referrals via email to partners@mapsly.com prior to their sign-up for reliable attribution.
Attribution for referrals notified post-signup remains at Mapsly’s discretion.
By signing up as a Partner, the Partner consents to Mapsly’s collection and processing of their data to fulfill contractual obligations under this Agreement.
4. Commissions and Payments
Commission Structure: Partners receive a commission of 20% of the first-year revenue generated by their referrals.
Payment Terms:
Clawback:
Taxes:
Mapsly will withhold taxes as required by applicable law. Partners are responsible for all other taxes, duties, and charges related to their earnings.
5. Term and Termination
Initial Term: This Agreement begins on the Effective Date and continues for twelve (12) months.
Renewal: Automatically renews for successive 12-month terms unless terminated by either Party with 10 days’ notice.
Termination: Either Party may terminate this Agreement without cause by providing 10 days' written notice. Upon termination, Mapsly is no longer obligated to pay commissions on subsequent referral revenues.
6. Intellectual Property Rights
Mapsly retains all intellectual property rights to its trademarks, logos, service, and related content.
Partners may not create or use similar marks that could be confused with Mapsly’s trademarks.
Partners must notify Mapsly of any unauthorized use of Mapsly’s intellectual property.
7. Confidentiality
Definition: Confidential Information includes all non-public information shared between the Parties, including but not limited to pricing, referral data, and proprietary processes.
Obligations:
Both Parties agree to protect Confidential Information and not disclose it to third parties.
The confidentiality obligation remains in effect for three (3) years after termination of this Agreement.
8. Liability
Mapsly’s liability under this Agreement is limited to $10,000 or the total commissions paid to the Partner, whichever is lesser.
9. Amendments
Mapsly may amend this Agreement with prior notice. Partners may terminate the Agreement if they disagree with the amendments.
10. Notices
Notices shall be delivered via email. By signing up, the Partner agrees that communication through their registered email address is legally binding.
11. Dispute Resolution
This Agreement is governed by California law. Disputes will be resolved in courts located in San Francisco County, California.
Parties agree to negotiate disputes in good faith before pursuing litigation.
12. General Terms
Both Parties act as independent contractors. This Agreement does not establish any joint venture, agency, or employment relationship.
Neither Party may assign this Agreement without the other’s consent.
Force majeure events excusing performance include natural disasters, government actions, and other events beyond reasonable control.
Acknowledgment: By signing up for the Mapsly Affiliate Program, the Partner acknowledges and agrees to the terms of this Agreement.