Upon signing up for the Motolingo Partner Program, you are agreeing to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), and Motolingo Inc. (“Motolingo”) (together, the “Parties”, and each a “Party”). You can review the current version of the Agreement at any time at Motolingo.com/partnerterms. Motolingo reserves the right to update and change the Agreement by posting updates and changes here: Motolingo.com/partnerterms. If a significant change is made, we will provide reasonable notice by email. We recommend that you check the Agreement from time to time for any updates or changes that may impact you.

 

You must read, agree with and accept all of the terms and conditions contained in this Agreement and Motolingo’s Privacy Policy before you may become a Partner.

 

Terms

 

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

“Application” or “App” means the software application, website or other interface that Motolingo develops, owns or operates.

“Customer” means a customer of the Affiliate that has selected or configured the App in a way that associates them with the Affiliate by name.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Partner” means an individual or entity that has agreed to the terms of this Agreement and participates in the Motolingo Partner Program.

“Affiliate” is a Partner that has accepted the terms of the Partner Program and agrees to promote the Service to help sell products or services.

 “Partner Account” means a Motolingo Partner Program account.

“Partner Manager” means the Motolingo employee designated by Motolingo from time to time as the Partner’s primary Motolingo contact.

“Payment Period” means the period for the payment of Fees owing to Partner by Motolingo, as set out in Section 3.2.

“Partner Program” means Motolingo’s program for Partners that provides access to resources and the opportunity to earn revenue share.

 “Service” means the Motolingo hosted platform and App available via www.Motolingo.com and any associated websites, that is used by Customers.

“Motolingo Trademarks” are the trademarks, logos, service marks and trade names of Motolingo Inc., whether registered or unregistered, including but not limited to the word mark MOTOLINGO and the associated logo.

“Websites” means any websites that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.

“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Motolingo software.

 

2. Partner Responsibilities

2.1. Marketing Activities

1. Partner shall bear all costs and expenses related to Partner's marketing or promotion of Motolingo, and/or Partner’s Partner Program activities in any area, location, territory or jurisdiction, unless otherwise determined by Motolingo in its sole discretion.

2. In no event shall Partner engage in any email marketing or promotion with respect to Motolingo and/or any Motolingo Related Entity except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may send emails regarding the offering of Motolingo and Motolingo Related Entities to the individuals on the Opt-in List. Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.

3. Without limiting the generality of the foregoing, Partner shall (i) always include Partner’s contact information and “unsubscribe” information at the top and bottom of any email regarding Motolingo, Motolingo Related Entities, the Service and/or the Motolingo platform; and (ii) not imply that such emails are being sent on behalf of Motolingo or Motolingo Related Entities.

4. A Partner shall not (i) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Motolingo and/or Motolingo Related Entities; (ii) make any false, misleading or disparaging representations or statements with respect to Motolingo and/or Motolingo Related Entities; (iii) copy, resemble or mirror the look and feel of Motolingo’s websites, Motolingo Trademarks or Services or otherwise misrepresent Partner’s affiliation with Motolingo and/or Motolingo Related Entities; or (iv) engage in any other practices which may adversely affect the credibility or reputation of Motolingo and/or Motolingo Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Motolingo or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.3. Partner Duty to Inform

Partner shall promptly inform Motolingo of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Motolingo and/or the Motolingo Related Entities by any third party.

2.4. Other Partner Terms

1. If the Partner is an individual, the Partner must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides.

2. To become a Partner, Partner must create a Partner Account by providing first name, last name and company name, email address, and any other information indicated as required. Motolingo may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Motolingo will use the email address provided by Partner as the primary method for communication. 

3. If you sign up for a Partner Account on behalf of your employer, your employer shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for assuring that its employees, agents and subcontractors comply with this Agreement.

4. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.

5. Partner acknowledges and agrees that Motolingo may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Motolingo’s website, available at Motolingo.com/partners/terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Motolingo will provide reasonable notice by email. Partner’s continued participation in the Motolingo Partner Program after the amended Partner Program Agreement is posted to Motolingo’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Motolingo Partner Program.

6. Partner acknowledges and agrees that Partner’s participation in the Motolingo Partner Program, including information transmitted to or stored by Motolingo, is governed by the Motolingo Privacy Policy found at Motolingo.com/privacy-policy.

7. Other than the limited license to use the Motolingo Trademarks pursuant to Section 5 of this Agreement, Partner shall not use the Motolingo Trademarks and/or Motolingo Related Entities’ names or trademarks (meaning any names and/or trademarks or any other protected marks associated with the Motolingo Service, Motolingo Inc. or the Motolingo Related Entities) and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs).

3. Fees and Payments

3.1. Revenue Sharing Plans

Subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner shall be entitled to receive certain fees from Motolingo (the “Fees”). The revenue sharing plans are defined in 9.14 Revenue Sharing.

3.2. Payment

1. Fees due to Partner under the Revenue Share Plan will be created by Motolingo once per month upon receipt of payment from the app store or other sources. Where the Fees owing to Partner are greater than USD $25 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $25 at the end of any Payment Period, Motolingo shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $25 or more.

3.3. Additional Payment Information

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.

2. Notwithstanding anything to the contrary in this Agreement, Motolingo shall not be responsible to pay any Fees:

   1. related to fraudulent sales;

   2. related to revenues that have been subject to chargebacks; or

   3. to Partners who are employed by or who are contractors of Motolingo.

3. If any Fees paid by Motolingo are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Motolingo shall have the right, at its sole discretion, to: (a) increase the amount of payments due from Partners described in Section 3.2.1; (b) reclaim any Fees paid to Partner in error; or (c) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Motolingo, Partner shall pay to Motolingo the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

4. Motolingo reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email. In the event of any disputes over Fees, Motolingo’s determination will be final and binding.

4. Termination

4.1. Termination

1. Motolingo may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Partner. Partner may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Motolingo.

2. Fraudulent or other unacceptable behaviour by Partner, as determined by Motolingo in its sole discretion, may result in the termination of Partner’s affiliation within the Partner Account, suspension of some or all Partner privileges under the Motolingo Partner Program, or termination of the Partner Account entirely without notice to, or recourse for, Partner.

3. Motolingo reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Motolingo will provide reasonable notice by email.

4.2. Consequences of Termination

Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Motolingo Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Motolingo Creative and/or any Motolingo Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account or to receive any payments of Fees hereunder, unless otherwise determined by Motolingo in its sole discretion.

5. Intellectual Property Rights

5.1. Motolingo Creative

1. All Motolingo Creative will be solely created and provided by Motolingo unless otherwise agreed to by Motolingo in writing in advance. Motolingo will provide Partner with copies of or access to Motolingo Creative. By using the Motolingo Creative, you indicate your acceptance of our Motolingo Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license and/or permission to use the Motolingo Creative. The Motolingo Creative is provided “as is” and without warranty of any kind.

2. Partner may display Motolingo Creative on the Websites solely for the purpose of marketing and promoting the Service and any Motolingo brands promoted by Motolingo and by Motolingo Related Entities during the term of this Agreement, or until such time as Motolingo may, upon reasonable prior notice, instruct Partner to cease displaying the Motolingo Creative. Partner may not alter, amend, adapt or translate the Motolingo Creative without Motolingo's prior written consent. Nothing contained in any Motolingo Creative shall in any way be deemed a representation or warranty of Motolingo or any of Motolingo Related Entity. The Motolingo Creative shall at all times be the sole and exclusive property of Motolingo and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Motolingo to make changes or modifications to the Motolingo Creative.

5.2. Motolingo Trademarks

During the term of this Agreement, Motolingo hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Motolingo Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Motolingo’s Trademarks only as permitted hereunder; (b) it will use the Motolingo Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Motolingo in writing from time to time, including but not limited to the Motolingo Trademark Usage Guidelines; (c) the Motolingo Trademarks are and shall remain the sole property of Motolingo; (d) nothing in this Agreement shall confer in Partner any right of ownership in the Motolingo Trademarks and all use thereof by Partner shall inure to the benefit of Motolingo; and (e) Partner shall not, now or in the future, contest the validity of any Motolingo Trademarks or use any term or mark confusingly similar to any Motolingo Trademarks.

5.3. Restrictions on Partner’s Use of the Motolingo Trademarks

Notwithstanding Section 5.2, Partners shall not use any Motolingo Trademark including but not limited to the shopping bag logo or the word mark MOTOLINGO or variations of the word “Motolingo” in Partner’s business name, logo, including without limitation, the name or design of any Application unless granted express written permission by Motolingo in advance of such use.

5.4. Proprietary Rights of Motolingo

As between Partner and Motolingo, the Motolingo Creative, Motolingo Trademarks, all demographic and other information relating to prospective Partners and Partners, the Services all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Motolingo and/or Motolingo Related Entities or otherwise related to the Service, Motolingo Partner Program, Motolingo and/or Motolingo Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Motolingo Property”) shall be and remain the sole and exclusive property of Motolingo. To the extent, if any, that ownership of any Motolingo Property does not automatically vest in Motolingo by virtue of this Agreement, or otherwise, Partner hereby transfers and assigns to Motolingo, upon the creation thereof, all rights, title and interest Partner may have in and to such Motolingo Property, including the right to sue and recover for past, present and future violations thereof.

6. Confidentiality

1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, Customer Data, product designs, sales, costs, price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

2. Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (b) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (c) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. Disclaimer of warranty

The Motolingo Partner Program, the Service, the Motolingo Trademarks, the Motolingo Creative, and the Motolingo platform and Apps are provided “as-is”. Motolingo makes no warranties hereunder, and Motolingo expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Motolingo further disclaims all representations and warranties, express or implied, that the Service, the Motolingo platform and Apps, the Motolingo Trademarks or the Motolingo Creative do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction. Partner understands and agrees that the Motolingo Partner Program, the Service, the Motolingo Trademarks, the Motolingo Creative, and the Motolingo platform and Apps may not satisfy all of Partner’s requirements and may not be uninterrupted, error-free or free from harmful components.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

Motolingo shall have no liability with respect to the Motolingo Partner Program, the Service, the Motolingo platform and Apps, the Motolingo Trademarks, the Motolingo Creative or Motolingo’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Motolingo platform and Apps, the Motolingo Trademarks, the Motolingo Creative, or Partner’s participation or inability to participate in the Motolingo Partner Program even if Motolingo has been advised of the possibility of such damages. In any event, Motolingo’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Motolingo during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Motolingo and any Motolingo Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Motolingo (d) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation any Application.

8.3. Notice of Indemnification

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Motolingo under this Agreement and under applicable law, Motolingo shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Motolingo in connection with such violation, in accordance with the provisions of this Section 8.

9. General provisions

9.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

9.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

9.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so.

9.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to support@motolingo.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for Motolingo to 5580 Terri Ct, Bartlesville, Oklahoma 74006. Attention: Legal.

9.5. No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

9.6. Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise reference herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

9.7. Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Motolingo shall be permitted to assign this agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Motolingo’s prior written consent, to be given or withheld in Motolingo’s sole discretion.

9.8. Applicable Laws

This Agreement will be governed by and construed in accordance with the internal laws of the State of Oklahoma, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section, all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Dallas, Texas, before J.A.M.S./ENDISPUTE or its successor ("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and (iii) this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS's panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator's fees will be shared equally by the parties and each party will initially bear its own costs and attorneys' fees, but the prevailing party shall be reimbursed by the other party for all attorney’s fees, witness fees, and arbitration costs. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. 

9.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Motolingo, Motolingo Related Entities, or Motolingo products and services.

9.10. Acceptance

By marking the "I have read and agree to the Partner Program Agreement" checkbox, Partner hereby fully agrees with all terms and provisions of this Agreement, including all documents linked to herein.

9.11. Competitive or Similar Materials

Motolingo is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application regardless of their similarity to Partner’s products or services, provided that Motolingo does not use Partner’s Confidential Information in so doing.

9.12. Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.13. FTC Guidelines

1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Motolingo, Partner receives compensation for the referrals made to Motolingo that generate revenue. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.

2. Full compliance with these guidelines requires that information be provided by Partner to Customers clearly and conspicuously, outlining that Partner is being compensated for referring Customers to Motolingo. For further information Partner may refer to the statement released by the FTC regarding these guidelines.

9.14. Revenue Sharing Plan

1. Applicable Affiliates that introduce Motolingo to a Customer that generates sales revenue for Motolingo in the app store are entitled to a 50% Revenue Share of the net revenue that is due to Motolingo, excluding app store commissions and other applicable fees.  

 

Revenues due to an Affiliate will be based on Customer selection of the Affiliate by name in the Application.

 

Motolingo reserves the right to revise the revenue share percentages applicable to the Reference Plan from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email or other appropriate methods.

 

The Revenue Share will be paid within 30 days of the end of the calendar month in which the revenue was paid to Motolingo.

9.15. Affiliate Responsibilities

Affiliates will use their best efforts to (i) promote and market Motolingo, and (ii) guide the Customer toward the correct Affiliate name selection in the Application to ensure the appropriate distribution per the Revenue Share plan.

9.16. Unauthorized and Prohibited Affiliate Activities

An Affiliate shall not:

1. promote or advertise Motolingo and/or Motolingo Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;

2. purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Motolingo Trademarks and/or the names or trademarks of any Motolingo Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Motolingo Trademarks or the names or trademarks of any Motolingo Related Entity;

3. create or participate in any third party networks or sub-affiliate networks without the express written permission of Motolingo;

4. use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;

5. use direct linking to any page on any Motolingo website, without prior written permission from Affiliate’s Partner Manager; or

6. mask its referral sites or use deceptive redirecting links.

​