Partner Program
Terms and Conditions

This Agreement is a legal contract between Moda Technologies and a business referred
to as the "Partner." The Agreement governs the Partner's participation in Moda's Partner
Program.   The   terms   "Moda,"   "Company,"   "we,"   "us,"   and   "our"   refer   to   Moda
Technologies,   while   the   term   "Partner"   refers   to   the   business   entering   into   this
Agreement. The Parties to this Agreement are collectively referred to as "the Parties."

This Agreement must be read carefully before accepting. If you are entering into this
Agreement on behalf of a company or other legal entity, you must have the authority to
bind   such  entity  and  its   affiliates  to  this  Agreement.  In  that  case,  the  terms  "you"  or
"your" refer to such an entity and its affiliates. If you do not have the authority or do not
agree with the terms, do not accept this Agreement and do not use the Program. By
accepting this Agreement, you represent that you are at least the legal age of majority in
your state, province, or country of residence.

In order to participate in the Moda Partner Program, the Partner must accept the terms
of this Agreement, which are available on the PartnerStack platform. If the Partner does
not accept these terms, they cannot participate in the Program.

1. The purpose of this Agreement is to establish the terms and conditions under
which the Partner will refer prospective customers to Moda Technologies. Moda
is  an  eCommerce  platform  that  uses  software   tools  to   enhance  the   customer
experience and drive growth.

2. The Partner is in a position to refer prospective customers to Moda and will do
so as part of the Moda Partner Program.

3. Under this Agreement, the Partner may refer new prospective customers (New
Customers)   to   Moda   on   a   non-exclusive   basis.   For   each   successful   referral,
Moda will pay the Partner a referral fee. A successful referral occurs when:

a) the New Customer signs up for Moda's services using the Partner's dedicated
referral link provided by Moda and

b)   the   New   Customer   converts   to   a   paid   Moda   account   following   access   to
Moda's services through the use of the referral link. Note that a referral will only
be   considered   a   successful   referral   if   the   New   Customer   is   not   already   a
customer of Moda or has not been referred to Moda by a third Party.

C) For all the new prospective customers referred by Partners, Moda has right to reachout and contact the customer directly to support for Moda platform onboarding, and adoption.

4. Moda provides the Partner with creative materials for marketing and promoting
the Services offered by Moda. The creative remains the sole property of Moda
and may not be altered without their written consent. Partner is granted a limited,
non-exclusive license to use the Moda trademark only as necessary to perform
its obligations under the agreement. The Partner may use the Services offered by
Moda but is restricted from using the Moda trademark in their business name,
logo or products. The Partner must abide by the Moda Terms of Use and Privacy

5. For each successful referral, Moda will pay the Partner a referral fee based on the
subscription   fees   of   each   New   Customer   referred   by   the   Partner.   Unless
otherwise agreed by the Parties, the referral fee for each successful referral will
only   apply   to   the   first   twelve   months   of   subscription   fees   received,   after
deducting   any   returns   or   refunds.   This   applies   regardless   of   how   long   the
successful referral remains a Moda customer.

6. Payments under the Moda Partner Program are processed by PartnerStack (the
"Payment Provider"). Moda may delay Partner payments until after the expiration
of the money-back guarantee or return period for the associated successful
referral. To receive payments, the Partner must create and maintain an account
with the Payment Provider on the Payment Provider Platform, which is subject to
terms between the Payment Provider and Partner. The Partner must keep their
information updated on the Payment Provider Platform to receive payments
properly. Payments returned due to incorrect payment information will not be
reissued. The Payment Provider Platform will show payment history, and it is
agreed that the data shown on the platform will govern payments made, subject
to Moda's right to correct errors based on its records. Records and payments will
be   considered   complete,   incontestable,   and   final   twelve   months   after   the
successful referral occurs.

7. Partner   is   not   an   employee   of   the   Company   and   is   solely   responsible   for   any
costs or expenses incurred while participating in the Program. The Partner does
not have the authority to make any agreements or representations on behalf of
the   Company   and   is   an   independent   contractor.   This   Agreement   does   not
establish any type of partnership, joint venture, or agency relationship between
the Parties.

8. The   Partner   is   responsible   for   all   costs   and   expenses   related   to   marketing
activities and must not use aggressive or misleading methods, solicit merchants
to leave the service, or engage in practices that may harm the credibility of Moda.
The   Partner   is   also   restricted   from   using   the   Moda   name,   trademarks   or   any
protected marks in their business name, branding, advertising, or domain name.
They are only granted a limited license to use the marks as outlined in Section 4
of the agreement.

9. Term.  This   Agreement   will   start   when   the   Partner   joins   the   Program   and   will
continue until either Party terminates the agreement according to the provisions
stated in paragraph 8 of the Agreement.

10. Termination.  Upon   termination   of   this   Agreement,   all   Confidential   Information,
including,   but   not   limited   to   trade   secrets   and   non-public   industry   knowledge,
shall   be   returned   to   the   respective   Party,   and   Partner   shall   cease   using   the
Confidential   Information   belonging   to   Company.   The   provisions   of   this
Agreement   which   by   their   nature   would   continue   beyond   termination   of   this
Agreement shall survive such termination, including, but not limited to, provisions
related   to   Confidential   Information,   payment   obligations,   and   the   terms   of
paragraph 8 of the Agreement.

11. Representations and Warranties.
(a) Partner has full power and authority to enter into this Agreement and perform
its obligations hereunder;
(b)   Partner   shall   not   engage   in   any   illegal   or   unethical   business   practices   or
activities in connection with this Agreement;
(c) Partner shall not engage in any activities that may damage the reputation or
brand of the Company;
(d)   Partner   shall   comply   with   all   applicable   laws,   rules,   and   regulations   in
connection with this Agreement and its performance under the Agreement;
(e) Partner shall only refer New Customers that have been properly acquired and
obtained through lawful means;
(f)   Partner   shall   not   make   any   false,   misleading,   or   deceptive   representations
regarding the Company or its services.

Partner represents and warrants that it will comply with all applicable laws, rules,
and regulations, conduct itself in an ethical manner, not infringe any third-Party
rights, not create an impression of being the Company's site, not engage in
fraudulent   or   harmful   behavior,   comply   with   usage   terms   set   forth   in   the
Company's Website Terms of Service, only use branded ad copy, content and
media provided by the Company, and obtain prior approval for any ad copy,
content or media not provided by the Company.

A. Limitation of Liability.  This   clause   limits   Moda's   liability   in   the   event   of   any
damages, losses, or injury resulting from the use of the program or any product
or service provided by  Moda. Moda will  not be liable for any indirect, punitive,
incidental, special, or consequential damages, including loss of profits, goodwill,
use,   data,   or   other   intangible   losses.   Moda   will   not   be   responsible   for   any
damage, loss or injury resulting from hacking, tampering, or unauthorized access
to   the   program   or   your   account   or   the   information   contained   therein.   Moda's

maximum   liability   to   you   for   any   claims,   proceedings,   liabilities,   obligations,
damages, losses or costs is limited to $200.

B. Disclaimer of Warranties. Company does not make any guarantees or warranties
about the quality, reliability, or availability of its Program, except as specifically
stated in the agreement. The Program is provided "as is." Company also does not
make any promises or representations about the compensation or benefits that
Partner   will   receive.   The   only   obligations   that   the   Company   has   are   those
explicitly stated in the agreement. Company is not responsible if referrals do not
result in successful referrals.

C. FTC   Endorsement   Compliance:  Moda   requires   Partners   to   comply   with   all
advertising   and   marketing   regulations   and   guidelines,   including   the   FTC
Endorsement   Guides.   The   guidelines   require   disclosing   any   compensation
received for referring customers. If Partner fails to comply, Moda has the right to
withhold the Referral Fee and terminate the relationship. Moda also reserves the
right to permanently withhold the Referral Fees and terminate the agreement if
Partner does not comply with any other FTC regulations deemed appropriate by

D. No   License   Grant.  Partner   does   not   have   the   right   to   use   the   company's
intellectual   property,   such   as   its   trademark,   name,   logo,   etc.,   without   the
company's written permission. The Partner is not allowed to use the company's
intellectual property in domain names, website names, search engine advertising,
metatags, code, etc. Any unauthorized use of the company's intellectual property
will   be   considered   an   infringement   of   its   rights   and   may   result   in   claims   for
damages, legal costs, and fees.

E. Pay-per-click (“PPC”) restrictions. This   agreement   restricts   the   use   of   certain
terms   (“Restricted   Terms”)   in   PPC   campaigns   on   platforms   like   Google,   Bing,
Yahoo, Capterra, and Facebook. The terms are Moda, Moda Inc., Moda coupon,
Moda   discount   code,   Moda   discount,   Moda   promo   code,   Moda   sale,   Moda
promo, Moda sales, Moda deals, etc. and their variations. These terms cannot be
used   in   the   title,   ad   copy,   display   name,   display   URL,   or   as   part   of   a
domain/subdomain for the website. Directing links from PPC advertisements to
the site or using redirects is also prohibited. Automated PPC campaigns must
exclude   the   trademark   terms   and   adding   them   as   negative   keywords   is

F. Social   Media   Restrictions.   When  promoting   the   Program   on   social   media
platforms   such   as   Facebook,   Twitter,   Instagram,   and   YouTube,   the   promoter

must comply with certain requirements. They can only promote the Program and
links on their own social media page and cannot post links on the Company's
social   media   account.   Creating   a   social   media   account   with   the   Company's
trademark in the page name or username is also prohibited.

12.Confidentiality.  The   Parties   agree   to   maintain   confidentiality   of   each   other's
proprietary   and   confidential   information   shared   during   the   course   of   the
Agreement.   Neither   Party   will   share   or   use   the   other   Party's   confidential
information with any third Party or for their own benefit, even after termination of
the Agreement. This section remains in full force and effect.

13. Assignment. Partner shall not assign, transfer, or delegate any of its rights or
obligations under this Agreement, in whole or in part, by operation of law or
otherwise, without the prior written consent of the Company. Company may
freely assign this Agreement.

14. Entire Agreement. Both Parties acknowledge that this agreement (including the
terms   of   service)   is   the   complete   agreement   between   them   and   replaces   any
prior agreements regarding the program or other commission-based programs.
Moda has the right to change this agreement in the future, in which case the new
agreement  will   replace  previous   versions.  Moda  will   inform  the  Partner  of   any
significant   changes   that   affect   their   rights   through   notifications   within   the
Payment Provider Portal and/or email. The Parties can also make changes to the
agreement by signing an amendment (physically or electronically).

15.Force   Majeure.   Dates   and   times   by   which   Moda   is   required   to   render
performance under this Agreement  shall be  automatically postponed to the
extent and for the period that Moda is prevented from meeting them by reason of
any cause beyond its reasonable control, provided Moda notifies Customer of the
commencement and nature of such cause and uses its reasonable efforts to
render performance in a timely manner.

16. Notice.  Partner   may   receive   notice   from   the   Company   through   notifications
within the Payment Provider Portal and/or by email to the address provided to
the   Company.   The   notice   will   be   considered   given   as   soon   as   it   is   sent.   The
Company  may  receive  notice  from  the  Partner  by  email  to the  specified  email
address   and   the   notice   will   be   considered   effective   when   received   by   the

17. Limitations. If you have a claim or legal action related to the use of the site or

services, you must file it within one year of the incident taking place. If you don't
file the claim within this time frame, it will no longer be possible to do so and the
claim will be considered forever barred. This time limit applies even if a statute or
law would otherwise allow for a longer time period.

18. Waiver. if either Party fails to enforce their rights under the agreement, it will not
prevent them from enforcing those rights or other rights in the future. The failure
to enforce a right at one time does not give up the right to enforce it in the future.

19.Severability. If any part of the agreement is found to be invalid or unenforceable,  
that part will be separated from the rest of the agreement and the rest of the
agreement will continue to be in full force and effect.

20.Governing Law and Jurisdiction. If you have a dispute with Moda, you must first
attempt   to   resolve   it   through   informal   means   by   contacting   them   at  If  the  dispute  cannot be  resolved, it  will  be governed  by  the
laws of Singapore and any legal proceedings or litigation must take place in the
courts of Singapore. All Parties involved agree to this jurisdiction.