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,
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
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
email@example.com. 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.