By clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, or by using the Partner Platform or participating in any Partner Program activities, you agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below), FIBRETRACE SOLUTIONS PTE. LTD., a limited company incorporated in SINGAPORE, and our subsidiaries and affiliates (collectively referred to herein as “FIBRETRACE”, “FibreTrace”, the “Company”, “we,” “us,” or “our”).

Each of Partner and FibreTrace a “Party”, and together the “Parties”. You can review the current version of the Agreement at any time at https://www.fibretrace.io/webapp-partners-agreement

FibreTrace reserves the right to update and change the Agreement by posting updates to the aforementioned location. If in our opinion, a significant change is made, we will provide reasonable notice by email, posting a notice on our website(s).

You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Referral Partners. Part C applies to Developers. Part D applies to FibreTrace Experts If you do not participate in these specific partner activities described in Parts B, C, D or E, then these Parts of the Agreement do not apply to you.

You must read, agree with and accept all of the terms and conditions contained in this Agreement, including our Privacy Policy and our Acceptable Use Policy, before you may become a Partner. For the avoidance of doubt, our Privacy Policy and our Acceptable Use Policy (“AUP”) form part of this Agreement and are incorporated by reference. For the purposes of the Partner Program and this Agreement, all references to “Account” and “Services” in our Acceptable Use Policy will be deemed to refer to “Partner Account” and “Services or Partner’s participation in the Partner Program”, respectively. Some types of our Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

Everyday language summaries are provided for convenience only and are not legally binding. Please read the entire Agreement for the legal requirements. This Agreement governs your activities as a Partner, including access to the Partner Services and participation in the activities described on the Partner Program website. Be sure to occasionally check back for updates.

Part A – Terms Applicable to All Partners

1. Definitions

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

“Ads” means advertisements created by Developer and placed in our Site through the features set forth in the Partner Dashboard.

“Application” or “App” is defined in our API Terms.

“Channel Program” means our sales channel programs and activities related to developing sales opportunities on our Site or platform or with appointed third-party marketing service providers.

“Customer” means any individual that visits or transacts via the Merchant Store on our platform.

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

“Development Store” means a services created by the Partner that is used by a Partner for (a) testing purposes, or (b) for the development and transfer to a Merchant.

“Experts Marketplace” means our program for Experts that may match enrolled Experts with Merchants seeking assistance with their business.

“Merchant” means an individual or business that uses the Services for tracking and auditing or selling their products via FibreTrace e.g. a garment manufacturer.

“Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s use of the Partner’s services, including, if applicable, the installation and use of an Application.

“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data. Where Partner uses our API, Merchant Data may be delivered in the form of an API response.

“Merchant Store” means the Merchant’s presence hosted by us, including their online profile, microsite, data, store(s). For clarity, a Merchant may have more than one Merchant Store.

“Partner” or “You” means an individual or entity that has agreed to the terms of this Agreement and participates in our Partner Program. The different types of Partners are listed below:

A “Referral Partner” is a Partner who has registered for a Partner Account via the FibreTrace partner program page and who promotes the service by:

a. registering, and being approved by FibreTrace, for a unique referral link (an “Affiliate Link”) to refer Merchants to FibreTrace via such Affiliate Link or

b. acting as a value-added partner or “VAP” working directly with Merchants as a designer, developer, or other consultant through a Development Store.

A “Developer” is a Partner who has registered for a Partner Account via the FibreTrace Developer program page and develops Applications or Themes to integrate with the Service or places Ads in the FibreTrace App Store. The different types of Developers are listed below:

a. a “Theme Developer”, develops a Theme for Merchant use, either as a custom Theme or for general distribution to Merchants through the FibreTrace;

b. an “App Developer” develops a Public Application (as defined in the FibreTrace API Terms) using the FibreTrace API;

c. a “Channel Developer” develops an Application using the FibreTrace API to enable Merchants to display, promote and sell Merchant’s products to Customers through Channel Developer’s web or mobile platform (“Channel Platform”) via an integration with the Service. An Application developed by a Channel Developer is a “Channel Application”; and

d. a “Payment Gateway Developer” develops an Application using the FibreTrace API to enable a payment system for Merchants to use with the Service. An Application developed by a Payment Gateway Developer is a “Payment Gateway Application”.

An “Expert” is a VAP who has been accepted by us to offer services to Merchants.

“Partner Account” means a FibreTrace Partner Program account.

“Partner Dashboard” means the internal administrative page available at: that allows Partners to manage their Partner Account.

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

“Payment Period” has the meaning as set out in Section 3.2.

“Partner Program” means the resources made available by FibreTrace to Partners. For the avoidance of doubt, the Partner Program includes or any other Program, to the extent that Partner is invited to participate in those programs.

“Public Application” is defined in the FibreTrace API Terms.

“Referred Merchant” means any unique Merchant that: (a) has registered for a paid FibreTrace account; and (b) was introduced by a Referral Partner that actively promoted the Service.

“Revenue Generating Activity” means a revenue generating activity carried out by Partner, as determined by FibreTrace, including the following:

“Service” means the FibreTrace hosted commerce platform available via www.FibreTrace.io and any associated websites, products or services offered by FibreTrace.

“FibreTrace API” is defined in the FibreTrace API Terms. “FibreTrace API Terms” means the FibreTrace API License and Terms of Use available at FibreTrace.io/webapp-api-policy.

“FibreTrace Creative” means any marketing or promotional materials relating to FibreTrace or FibreTrace brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the FibreTrace Trademarks.

“FibreTrace Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, FibreTrace; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“FibreTrace Trademarks” means the trademarks, logos, service marks and trade names of FibreTrace Inc. and any FibreTrace Related Entities, whether registered or unregistered, including but not limited to the word mark FIBRETRACE and the associated logos that can be found on our Site(s) from time to time.

“FibreTrace Theme Store” means the FibreTrace website where Merchants can select and install Themes on their Merchant Store.

“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

“Theme” means the templates for website layout and design that Merchants may install, use and customize that is dependent on the FibreTrace API.

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

2. Partner Responsibilities

2.1. Marketing Activities

Partner will bear all costs and expenses related to Partner’s marketing or promotion of FibreTrace or any FibreTrace Related Entity, and, as applicable, Partner’s Applications, Themes, Websites, Channel Platform, or Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by FibreTrace in its sole discretion.

In no event will Partner engage in any Partner Marketing Activities 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 make a written request to FibreTrace to send emails regarding the offering of FibreTrace and FibreTrace Related Entities to the individuals on the Opt-in List (and FibreTrace may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Merchant’s consent first, Partner will not email any Merchant whose email address they have received via FibreTrace.

Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding FibreTrace or FibreTrace Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding FibreTrace, FibreTrace Related Entities, the Service or the FibreTrace platform; and (iii) not imply that such emails are being sent on behalf of FibreTrace or FibreTrace Related Entities.

A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to FibreTrace or FibreTrace Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to FibreTrace or FibreTrace Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to FibreTrace or FibreTrace Related Entities; (iv) solicit Merchants to leave the FibreTrace Service; (v) copy, resemble or mirror the look and feel of FibreTrace’s websites, FibreTrace Trademarks or Services or otherwise misrepresent Partner’s affiliation with FibreTrace or FibreTrace Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of FibreTrace or FibreTrace 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 FibreTrace or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.

2.3. Partner Duty to Inform

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

2.4. Partner Duty to Disclose

If Partner is acting as an agent on behalf of a Merchant, then Partner will disclose to the Merchant any Fees that Partner is entitled to receive from FibreTrace in accordance with this Agreement that are associated with such Merchant.

2.5. Other Partner Terms

If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.

You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.

To become a Partner, Partner must create a Partner Account by providing all information indicated as required. FibreTrace may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that FibreTrace will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. FibreTrace cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.

If you sign up for a Partner Account on behalf of your employer, your employer will 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: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.

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.

Partner acknowledges and agrees that FibreTrace may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on FibreTrace’s website, available at FibreTrace.io/webapp-partners-agreement and such amendments to the Agreement are effective as of the date of posting. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the FibreTrace Partner Program.

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

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 will be entitled to receive certain fees from FibreTrace (the “Fees”).

3.2. Payment

Fees due to Partner will be calculated by FibreTrace once per month upon receipt of payment from the Merchant.

Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Merchant. If Taxes are not collected by FibreTrace in respect of a Partner transaction with a Merchant facilitated by FibreTrace, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.

3.3. Additional Payment Information

All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by FibreTrace during the period of investigation. FibreTrace may also withhold payment if Partner fails to provide FibreTrace with information that is required to make payment.

Notwithstanding anything to the contrary in this Agreement, FibreTrace will not be responsible to pay any Fees:

a. related to amounts that have been refunded to Merchants by FibreTrace;

b. for a Referred Merchant created or owned in whole or in part by a Partner;

c. related to fraudulent sales;

d. related to revenues that have been subject to chargebacks;

e. to Partners who are employed by FibreTrace (whether full-time, part-time, term or any other employment-type relationship); or

f. to Partners who are employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).

If any Fees paid by FibreTrace 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, FibreTrace will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) 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 FibreTrace, Partner will pay to FibreTrace the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

FibreTrace reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the FibreTrace blog or in the Partner Dashboard. In the event of any disputes over Fees, FibreTrace’s determination will be final and binding.

4. Termination

4.1. Termination

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.

Fraudulent or other unacceptable behaviour by Partner, including breach of the Acceptable Use Policy, as determined by FibreTrace in its sole discretion, may result in one or more of the following actions being taken by FibreTrace: (a) termination of Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.

FibreTrace 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, FibreTrace will provide reasonable notice by email, posting a notice on the FibreTrace Website(s).

4.2. Consequences of Termination

Upon termination of this Agreement: (a) each Party will 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 FibreTrace Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any FibreTrace Creative or any FibreTrace Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, FibreTrace API, or to receive any payments of Fees under this Agreement, unless otherwise determined by FibreTrace in its sole discretion.

This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:

PART A: Section 1 (Definitions), Section 5.4 (Proprietary Rights of FibreTrace), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)

PART B: Section 6 (Relationship between VAP and Merchant);

PART C.2: Section 4 (Reporting and Audit); and

PART D: Section 3.3 (Relationship), Section 3.5 (Taxes), Section 3.6 (Audits).

In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

5. Intellectual Property Rights

5.1. FibreTrace Creative

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

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

5.2. FibreTrace Trademarks

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

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

Notwithstanding Section 5.2, Partners will not:

use the FibreTrace Trademarks 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), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by FibreTrace in advance of each use; or

purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the FibreTrace Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the FibreTrace Trademarks.

5.4. Proprietary Rights of FibreTrace

As between Partner and FibreTrace, the FibreTrace Creative, FibreTrace Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the FibreTrace API, Merchant Data, and 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 FibreTrace or FibreTrace Related Entities or otherwise related to the Service, FibreTrace Partner Program, FibreTrace or FibreTrace Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “FibreTrace Property”) will be and remain the sole and exclusive property of FibreTrace. To the extent, if any, that ownership of any FibreTrace Property does not automatically vest in FibreTrace by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to FibreTrace, upon the creation thereof, all rights, title and interest Partner may have in and to such FibreTrace Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5.5. FibreTrace’s Use of Partner’s Intellectual Property

Partner grants to FibreTrace a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and licence to use and display in any manner the Partner’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at FibreTrace’s discretion, FibreTrace may use any such intellectual property for the purposes of promoting or marketing Partner, Partner’s products or services, or as otherwise agreed to with Partner.

6. Confidentiality

“Confidential Information” will include, but will 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, product designs, sales, costs (including any relevant processing fees), 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. For the avoidance of doubt, as between FibreTrace and Partner, Merchant Data and Customer Data is the Confidential Information of FibreTrace.

Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will 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 under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; 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 will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will 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/ies’ 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 FibreTrace Partner Program, the Service, the FibreTrace Trademarks, the FibreTrace Creative, Ads (including delivery and related reporting) and the FibreTrace API are provided “as-is”. FibreTrace makes no warranties under this Agreement, and FibreTrace expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, FibreTrace further disclaims all representations and warranties, express or implied, that the Service, the FibreTrace API, the FibreTrace Trademarks, the FibreTrace Creative, or the FibreTrace satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

FibreTrace, and the FibreTrace Related Entities, will have no liability with respect to the FibreTrace Partner Program, the Service, the FibreTrace API, the FibreTrace Trademarks, the FibreTrace Creative or FibreTrace’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 FibreTrace API, the FibreTrace Trademarks, the FibreTrace Creative, or Partner’s participation or inability to participate in the FibreTrace Partner Program, even if FibreTrace has been advised of the possibility of such damages. In any event, FibreTrace’s, and the FibreTrace Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by FibreTrace 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. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and neither FibreTrace or the FibreTrace Related Entities are obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances will FibreTrace, or the FibreTrace Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations will apply even if FibreTrace or the FibreTrace Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless FibreTrace and any FibreTrace 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 willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to FibreTrace and FibreTrace Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the FibreTrace API; (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application, Theme, or Channel Platform infringes the intellectual property or other rights of a third party; (g) Partner Taxes, including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Theme or Channel Platform; (i) Partner’s relationship with any Merchant; and (j) any breach of applicable law by the Partner.

8.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will 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 will 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, 3.2.4, 5 or 6 above, in addition to all other rights and remedies available to FibreTrace under this Agreement and under applicable law, FibreTrace will 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 access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by FibreTrace 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 under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

WHICH MEANS

In case something serious happens outside the control of either FibreTrace or Partner, both will be excused from performance of duties to the extent that such event affects either Party’s ability to perform such duties.

9.2. Independent Contractors

The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Merchants and Partner, or as otherwise expressly stated in this Agreement, neither FibreTrace or any FibreTrace Related Entity is an agent, representative or related entity of the Partner. Neither FibreTrace nor the Partner will 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, except where the Partner expressly authorizes FibreTrace to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes FibreTrace to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Merchant and Partner. This Agreement will 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 will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

9.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will 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 legal@FibreTrace.io; (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. Notice will be sent to the Partner at the address provided in the Partner Account, and to legal@FibreTrace.io

9.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will 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 will be and remain in full force and effect. Each waiver will 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 incorporated or referenced in this Agreement, 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 FibreTrace nor the Partner will 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 another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.

9.7. Assignment

All the terms and provisions of this Agreement will 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. FibreTrace will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without FibreTrace’s prior written consent, to be given or withheld in FibreTrace’s sole discretion.

9.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of SINGAPORE applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the SINGAPORE with respect to any dispute or claim arising out of or in connection with this Agreement.

9.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against FibreTrace, FibreTrace Related Entities, or FibreTrace products and services including the FibreTrace API.

9.10. Competitive or Similar Materials

FibreTrace 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 or Theme, regardless of their similarity to Partner’s products or services, provided that FibreTrace does not use Partner’s Confidential Information in so doing.

9.11. Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to FibreTrace concerning the Partner Program, the FibreTrace API, the FibreTrace Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to FibreTrace all right, title, and interest in and to the Feedback, and FibreTrace is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, FibreTrace API, the FibreTrace Creative or the Service and to create other products and services. FibreTrace will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

9.12. Beta Services

From time to time, FibreTrace may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which FibreTrace will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of FibreTrace and subject to the confidentiality provisions of this Agreement. FibreTrace makes no representations or warranties that the Beta Services will function. FibreTrace may discontinue the Beta Services at any time in its sole discretion. FibreTrace will have no liability for any harm or damage arising out of or in connection with a Beta Service.

9.13. Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and 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.

9.14. Industry Standards

Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

In addition, if Partner has access to Merchant Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Merchant to whom the Merchant Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Merchant Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify FibreTrace of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to FibreTrace, the FibreTrace Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to FibreTrace and cooperate to provide FibreTrace with any additional requested information in a timely manner.

9.15. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

Part B – Additional Terms Applicable to Referral Partners

This Part B contains terms applicable to Referral Partners generally.

1. FTC Guidelines

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 FibreTrace, Partner receives compensation for the Referred Merchant referrals made to FibreTrace. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.

Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring Referred Merchants to FibreTrace, and (b) Partner not engage in misleading or deceptive advertising. For further information Partner should refer to the statement released by the FTC regarding these guidelines.

2. Revenue Sharing Plans for Referral Partners

The “Reference Plan” is a revenue sharing plan applicable to Partners that introduce FibreTrace to a Referred Merchant through a Development Store associated with the Referral Partner’s Partner Dashboard. Under the Reference Plan, a Partner is entitled to a percentage of certain revenue received from such Referred Merchant, to be determined by FibreTrace in its sole discretion, with FibreTrace being entitled to the remaining percentage. FibreTrace reserves the right to revise the revenue share applicable to the Reference Plan, and any ongoing obligations to receive revenue share (including required Revenue Generating Activities) from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the FibreTrace website(s).

The “Bounty Plan” is a bonus plan that pays Partner a mutual agreed fixed, one-time payment (“Bounty”) when the Partner introduces FibreTrace to a Referred Merchant using the Partner Affiliate Link. The Bounty Plan is not applicable in respect of the FibreTrace Verified. Unless otherwise agreed to in writing by FibreTrace, under the Bounty Plan, when a Referred Merchant is referred by a Partner to a FibreTrace plan (other than FibreTrace Verified), Partner will receive a one-time Bounty 30 days after the Merchants’ payments to FibreTrace exceeds the one-time Bounty fee of by 200%. FibreTrace reserves the right to revise the revenue share amounts applicable to the Bounty Plan from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the FibreTrace website(s).

FibreTrace reserves the right to (i) demand and receive information from Referral Partners about any Referred Merchant, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Merchant, and (ii) assess the legitimacy and qualification of such Referred Merchant for the purposes of determining whether a Fee is payable for such Referred Merchant. FibreTrace will not be responsible to pay any Fees for a Referred Merchant owned in whole or in part by a Referral Partner or Referral Partner’s employer (whether full-time, part-time, term or any other employment type relationship).

3. Responsibilities

Referral Partners will use their best efforts to (i) promote and market FibreTrace, and (ii) identify for FibreTrace prospective Referred Merchants.

4. Unauthorized and Prohibited Activities

A Partner will not:

promote or advertise FibreTrace or FibreTrace 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;

use its Affiliate Link directly in any pay-per-click advertising;

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

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

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;

use direct linking to any page on any FibreTrace website, without prior written permission from FibreTrace;

or mask its referral sites or use deceptive redirecting links.

A Referred Merchant cannot be a store opened or owned by a Partner and for which that Partner seeks compensation pursuant to this Agreement. A Partner will be deemed to have introduced only those Referred Merchants that: (a) access FibreTrace from that Partner’s Affiliate Link assigned by FibreTrace; or (b) are added through a Development Store within the Partner’s FibreTrace Partner Dashboard.

Applications and Themes are non-transferrable, non-assignable and non-sublicensable, unless otherwise stated in the applicable Developer’s terms of use. VAPs are not permitted to copy, duplicate, transfer or sell a purchased Application or Theme used for one Merchant’s store to any other Merchant’s store on FibreTrace or elsewhere.

5. Development Stores

During the development of a Merchant Store by the VAP on behalf of a Merchant, the VAP may designate the store as a Development Store. A Development Store is not publicly visible and is not subject to monthly subscription fees. A Development Store cannot be used to process orders on behalf of the Partner or the Merchant; provided, however, that Development Stores may be used to process test orders. A Development Store is deemed to become a Merchant Store upon the earlier of: (a) the payment of monthly subscription fees for the store by either the VAP or Merchant; and (b) the transfer by the VAP of ownership of the Development Store to the Merchant.

6. Relationship between VAP and Merchant

The services provided by a VAP to a Merchant are the responsibility of the VAP and not of FibreTrace. It is the VAP’s responsibility to ensure that there is a Merchant Agreement in place between the VAP and Merchant for the services to be provided by the VAP to the Merchant, and that the Merchant Agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the VAP, provided that any such remedy that includes the withholding of the transfer of ownership of the Development Store or Merchant Store to the Merchant will be enforced by FibreTrace at its sole discretion. In the event of a dispute between the VAP and the Merchant, FibreTrace is not obligated to intervene in any such dispute. Under no circumstances will FibreTrace be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the transfer of ownership of the Development Store or Merchant Store to the Merchant by FibreTrace, or the VAP’s relationship with any Merchant. These limitations will apply even if FibreTrace has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

Part C – Additional Terms Applicable to Developers

This Part C contains terms applicable to Developers generally. Section C.1 contains additional terms applicable to Theme Developers. Section C.2 contains additional terms applicable to App Developers. Section C.3 contains additional terms applicable to Payment Gateway Developers.

1. Access to the FibreTrace API

Access to and use of the FibreTrace API is governed by the FibreTrace API Terms.

2. Unauthorized and Prohibited Developer Activities

Without limiting the restrictions outlined elsewhere in this Agreement or in the FibreTrace API Terms, Developers will not:

Solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one account), misleading as to the reviewer’s identity or their connection to the Application or Theme being reviewed, or reviews that contain or link to prohibited or illegal content. Reviews on the FibreTrace are meant to be unbiased, useful and trustworthy. FibreTrace reserves the right to take any action it deems necessary in respect of a Partner engaged in any of this behavior, including the right (but not the obligation) to remove or edit reviews;

Include code in any Application which performs any operations not related to the services provided by the Application, whether or not Developer has obtained Merchant consent to do so, and whether or not the Application obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer.

Develop or distribute the Application or Theme in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the FibreTrace Acceptable Use Policy; or

Create multiple Applications that offer substantially the same services.

3. Additional FibreTrace Trademark License for Developers

Developers may use the FibreTrace Trademarks licensed in Section 5.2 for the sole purpose of notifying Merchants that the Application or Theme is compatible with the Service.

C.1. Additional Terms Applicable to Theme Developers

1. Theme Requirements

Theme Developers are permitted to develop Themes for Merchants a Theme includes but is not limited to Casading Style Sheet (CSS) which is compatible with the B2C site CSS UI format. Theme Developer selects the purchase price for the Theme, provided that the price is within FibreTrace’s current Theme pricing guidelines. All Themes are subject to approval and acceptance by FibreTrace and FibreTrace retains the right to remove a Select Theme (as defined in Section 2 below) from the FibreTrace Theme Store at any time and for any reason.

Theme Developers must follow all FibreTrace guidelines set out on our website(s) with respect to their Theme.

Each Theme Developer represents and warrants that it has obtained all necessary right, title and interest in and to the images, fonts, designs, plugins, templates, software or other assets that are distributed with a Select Theme. Theme Developer further represents and warrants that no part of the Theme will violate or infringe upon any copyright or any other rights whatsoever of any third party.

2. Revenue Sharing Plans for Theme Developers

“Theme Plan” Unless otherwise indicated in this Agreement or agreed to by FibreTrace in writing, under the Theme Plan, a Theme Developer is entitled to eighty percent (80%) of the total revenues from the sale of, subscription to or charges relating to the Theme, with FibreTrace being entitled to the remaining twenty percent (20%) which is used to cover the costs of testing and implementation on behalf of the Theme Developer.

3. Additional FibreTrace Trademark Use Rights for Theme Developers

Notwithstanding Section 5.3 of Part A, Theme Developers may use the FibreTrace Trademarks and may refer to FibreTrace and the Service in the promotion of their Select Theme for the sole purpose of notifying Merchants that the Select Theme is compatible with the Service.

C.2. Additional Terms Applicable to Application (“App”) Developers

1. App Requirements

All Public Applications are subject to approval and acceptance by FibreTrace, and FibreTrace retains the right to take any action it deems necessary in respect of a Public Application at any time for any reason.

App Developers must follow all FibreTrace guidelines set out on our Website(s) with respect to their App.

2. Revenue Sharing Plans for App Developers

The “App Plan” is a revenue sharing plan that allocates revenue between FibreTrace and an App Developer for a Public Application. Unless otherwise indicated in this Agreement or agreed to by FibreTrace in writing, under the App Plan, an App Developer is entitled to eighty percent (80%) of the total revenues from the sale of, subscription to or charges relating to the Public Application, with FibreTrace being entitled to the remaining twenty percent (20%).

3. Additional FibreTrace Trademark Use Rights for App Developers

Notwithstanding Section 5.3 of Part A, App Developers may use the FibreTrace Trademarks and may refer to FibreTrace and the Service in the promotion of their App for the sole purpose of notifying Merchants that the App is compatible with the Service.

4. Reporting and Audit

All App Developers that create and issue charges to Merchants for the Merchant’s use of the Developer’s Application, within 30 days following the end of the Developer’s fiscal quarter, submit to FibreTrace via email at app-commissions@FibreTrace.io a report indicating total revenues for the previous quarter.

FibreTrace will have the right to appoint an independent auditor approved by App Developer, such approval not to be unreasonably withheld or delayed, under appropriate non-disclosure conditions, to audit App Developer’s records to confirm App Developers’ compliance with this Agreement. If such audit reveals non-compliance by App Developer with the terms and conditions of this Agreement the independent auditor appointed by FibreTrace will provide FibreTrace and App Developer with a report (along with supporting documentation) indicating the amount by which App Developer has overstated or understated the payments due by App Developer and any other failures by App Developer to fulfill its obligations under the Agreement. Prompt adjustment will be made by the proper Party to compensate for any overpayments or underpayments disclosed by any such audit. FibreTrace will bear all of the costs of any such audit, unless such audit reveals underpayment by, or overpayment to, App Developer by more than five percent (5%) for the audited period, in which case, App Developer will reimburse FibreTrace for all of the reasonable costs of such audit. In addition to the foregoing audit rights, FibreTrace will also have the right to use the capabilities of the Service to confirm the revenue associated with Apps offered by the App Developer.

C.3 C.4 renumbered to C.3, C.3 removed

C.3. Additional Terms Applicable to Payment Gateway Developers

Payment Gateway Developers are permitted to develop Payment Gateway Applications that integrate a payment gateway and the Service. Payment Gateway Applications may be made available to Merchants privately or, if approved by FibreTrace, publicly within the Merchant’s admin and FibreTrace’s public list of payment gateways. Payment Gateway Developer must comply with the FibreTrace API

For the avoidance of doubt, Payment Gateway Applications that (a) use the FibreTrace Hosted Payment and (b) do not bypass any component of FibreTrace Checkout other than the collection of payment details and payment processing, do not violate Section 2.3.18 of the FibreTrace API Terms.

If a Payment Gateway App is not made publicly available, the Payment Gateway Developer may permit Merchants to privately install the Payment Gateway Application, by providing Merchants with a shareable installation link.

Payment Gateway Developer must comply with any terms, guidelines or approval processes required pursuant to any card network rules, and applicable laws or regulations.

Payment Gateway Developer represents, warrants, and covenants that, where applicable, it will at all times be certified as compliant with all provisions of the Payment Card Industry Data Security Standard (“PCI-DSS”) or any successor standards or requirements applicable to its performance as a Payment Gateway Developer under this Agreement. Payment Gateway Developer will, upon FibreTrace’s reasonable request, deliver reasonable evidence to FibreTrace of Payment Gateway Developer’s compliance with PCI-DSS.

Part D – Additional Terms Applicable to FibreTrace Experts

In addition to the terms applicable to all Referral Partners, as set out in Part B, the following terms apply to FibreTrace Experts, Experts providing services in Experts Marketplace, and Partners accepted into the Plus Partner Program.

1. FibreTrace Experts

Designation. From time-to-time FibreTrace may designate certain of its Partners as “Experts”, to be enrolled in the Experts Program and provided access to Experts Marketplace. Partners who meet the criteria may apply to become a FibreTrace Expert at any time, however the granting of an Expert designation is entirely within FibreTrace’s discretion.

2. Ambassadors “Experts” Program

A description of Experts and their services is on the Marketplace available at: https://www.FibreTrace.io/webapp-partners/. Experts must follow all FibreTrace guidelines set out here, as well as Experts Marketplace Guidelines to continue to access the Experts Marketplace.

Revenue Sharing Plan. The revenue sharing plan for Experts participating in Experts Marketplace will be as outlined at: https://www.FibreTrace.io/webapp-partners. (the “Experts Marketplace Revenue Share”).

3. Removal of Designation

FibreTrace may remove the Expert designation, as applicable, at any time and for any reason, in its sole and absolute discretion, effective immediately upon notice to the relevant Expert or Plus Partner. Upon notice of the revocation of such designation by FibreTrace, FibreTrace will remove Partner from the Partner Program resources, and Partner will immediately cease referring to itself as a FibreTrace Expert or Partner (as applicable) on any Website or otherwise.