Partner Program Agreement
By using the Partner Platform, participating in any Partner Program activities when you sign up for a Partner Account, 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 in Section A.1.), Genstore Inc. (“Genstore”) and each of Partner and Genstore a “Party”, and together the “Parties”. You can review the current version of the Agreement at any time at Partner Program Agreement. Genstore reserves the right to update and change the Agreement by posting updates and changes here: Partner Program Agreement. 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 Developers. You must read, agree with and accept all of the terms and conditions contained in this Agreement, including Genstore’s Privacy Policy, before you may become a Partner. For the avoidance of doubt, Genstore’s Privacy Policy form part of this Agreement and are incorporated by reference. Some types of Genstore 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 complete picture of your legal requirements. This Agreement governs your activities as a Partner, including 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
Which means:
This section assigns a specific meaning to some of the capitalized terms used in this agreement. Other capitalized terms are defined elsewhere in the Agreement.
1. Definitions
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Associated Developer” means any individual or entity (i) that, directly or indirectly, Controls an App Developer, is Controlled by an App Developer, or is under another individual’s or entity’s common Control with an App Developer (where "Control" means owning 50% or more of the voting rights or ownership interests in the entity); or (ii) is otherwise designated as an Associated Developer of an App Developer through certain other criteria prescribed by Genstore, at its sole discretion, from time to time.
“Associated Developer Account” means (i) all Partner Accounts that an App Developer has registered for via the Genstore Developer program page; and (ii) any Partner Account that an Associated Developer of an App Developer has registered for via the Genstore Developer program page.
"Associated Theme Developer" means any individual or entity (i) that, directly or indirectly, Controls a Theme Developer, is Controlled by a Theme Developer, or is under another individual’s or entity’s common Control with a Theme Developer (where “Control” means owning 50% or more of the voting rights or ownership interests in the entity); or (ii) is otherwise designated as an Associated Developer of a Theme Developer through certain other criteria prescribed by Genstore, at its sole discretion, from time to time.
“Associated Theme Developer Account” means (i) all Partner Accounts that a Theme Developer has registered for via the Genstore Developer program page; and (ii) any Partner Account that an Associated Theme Developer of a Theme Developer has registered for via the Genstore Developer program page.
“Channel Program” means Genstore’s sales channel program that allows Channel Developers to build a Channel Application using the Sales Channel SDK.
“Customer” means any individual that visits or transacts via the Merchant Store.
“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 store that is used for testing purposes.
“Merchant” means an individual or business that uses the Service to sell products or services.
“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 the Genstore API, Merchant Data may be delivered in the form of an API response.
“Merchant Store” means the Merchant’s commerce presence hosted by Genstore, including their online store and Point of Sale (POS). 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 the Genstore Partner Program. The different types of Partners are listed below and You may qualify as more than one type of Partner concurrently for the purpose of this Agreement, depending on the circumstances:
A “Developer” is a Partner who has registered for a Partner Account via the Genstore Developer program page and develops Applications or Themes to integrate with the Service. The different types of Developers are listed below and You may qualify as more than one type of Developer concurrently for the purpose of this Agreement, depending on the circumstances:
a “Theme Developer”, develops a Theme for Merchant use, either as a custom Theme or for general distribution to Merchants through the Genstore Theme Store;
an “App Developer” develops a Public Application (as defined in the Genstore API Terms) using the Genstore API;
a “Channel Developer” develops an Application using the Genstore 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”;
a “Payments Developer” develops an Application using the Genstore API to enable a payment system for Merchants to use with the Service. An Application developed by a Payments Developer is a “Payments Application”.
“Partner Account” means a Genstore Partner Program account.
“Partner Manager” means the Genstore employee designated by Genstore from time to time as the Partner’s primary Genstore contact.
“Partner Program” means the resources made available by Genstore to Partners. For the avoidance of doubt, the Partner Program includes the Partner Directory, as well as the Channel Program and Tiered Partner Program, to the extent that Partner is invited to participate in those programs.
“Public Application” is defined in the Genstore API Terms.
“Service” means the Genstore hosted commerce platform available via www.genstore.ai and any associated websites, products or services offered by Genstore.
“Sales Channel SDK” means the Genstore APIs that are required by Channel Developer to develop the Channel Application. For the avoidance of doubt, the Sales Channel SDK is deemed to be part of the Genstore API, and access to and use of the Sales Channel SDK is subject to the Genstore API Terms.
“Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures of (1) Canada, including the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, and Part II.1 of the Criminal Code and any regulations or orders issued under the foregoing; (2) the United States, including those imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department; (3) the United Nations Security Council; (4) the European Union; and (5) the United Kingdom, including those imposed, administered, or enforced by Her Majesty’s Treasury.
“Sanctioned Person” means any individual or entity listed or designated under Sanctions or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing.
“Shop App” means Genstore’s mobile and web shopping application.
“Shop App User” means each of the users or customers that use Shop App.
“Genstore API” is defined in the Genstore API Terms. “Genstore API Terms” means the Genstore API License and Terms of Use available at https://www.genstore.ai/legal/api-terms.
“Genstore App Store” is where Merchants can view and add Apps on their Merchant Store, and is available through: App Store.
“Genstore Billing API” means the application programming interface that allows Developers to create and issue charges to Merchants as well as remit payment to Genstore. For the avoidance of doubt, the Genstore Billing API is deemed to be part of the Genstore API.
“Genstore Trademarks” means the trademarks, logos, service marks and trade names of Genstore Inc. and any Genstore Related Entities, whether registered or unregistered, including but not limited to the word mark Genstore and any trademarks, logos, service marks, or trade marks as Genstore Inc. or any Genstore Related Entities may acquire or adopt from time-to-time.
“Genstore Theme Store” means the Genstore website where Merchants can select and install Themes on their Merchant Store, available at: Themes Store.
“Taxes” means all 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 for their Merchant Store.
“Unsupported Region” means a region where Genstore is unable to operate due to local legal and regulatory requirements, commercial partnerships, and/or other pertinent factors. Genstore does not support transactions that involve these regions or persons located in or resident in or items originating from or destined for these regions. A list of Unsupported Regions can be contact support@genstore.ai.
“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
Which means:
Partners cannot send email marketing materials about Genstore without Genstore’s permission. If Genstore gives its permission, the messages must comply with this section and all applicable laws. Partner cannot engage in any illegal or aggressive marketing techniques on behalf of Genstore. Partner must not make any false or misleading statements about Genstore or represent anything that could cause harm to the credibility of Genstore. In all of Partner’s marketing activities, Partner must comply with all applicable laws. Do not email a Merchant without their prior consent.
2.1. Marketing Activities
Partner will bear all costs and expenses related to Partner’s marketing or promotion of Genstore, 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 Genstore 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 Genstore to send emails regarding the offering of Genstore and Genstore Related Entities to the individuals on the Opt-in List (and Genstore 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 consent of the applicable Merchant or Partner first, Partner will not email any Merchant or Partner whose email address they have received via Genstore.
Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding Genstore or Genstore 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 Genstore, Genstore Related Entities, the Service or the Genstore platform; and (iii) not imply that such emails are being sent on behalf of Genstore or Genstore Related Entities.
A Partner will not (i) engage in any marketing methods with respect to Genstore or Genstore Related Entities, including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message, email communications, social media or video platforms; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Genstore or Genstore Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to Genstore or Genstore Related Entities; (iv) prior to the termination of this Agreement in accordance with its terms, target communications to Merchants solely on the basis of the intended recipient being a Merchant and with the intention of migrating Merchants away from the Service; (v) copy, resemble or mirror the look and feel of Genstore’s websites, Genstore Trademarks or Services or otherwise misrepresent Partner’s affiliation with Genstore or Genstore Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Genstore or Genstore Related Entities, including but not limited to 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 Genstore 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.
2.2. Compliance with Laws
Which means：
Partner will comply with all applicable laws and highest industry standards.
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.
Partner represents and warrants that (i) none of the Partner, its subsidiaries, its directors, officers, or employees engaged with Genstore is a Sanctioned Person or is owned or controlled by one or more Sanctioned Persons and (ii) Partner is not resident or located in or organized under the laws of an Unsupported Region. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify Genstore in writing.
Without limiting the foregoing, in performing its obligations and using the Services under this Agreement, the Partner agrees that Partner will not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person or Unsupported Region.
For the avoidance of doubt and without limiting Genstore’s general termination rights, by entering into this Agreement, Partner acknowledges that Genstore reserves the unilateral right to terminate this Agreement with Partner with immediate effect via written notice in the event that Genstore, in its sole discretion, determines that Partner (i) is or becomes a Sanctioned Person and/or (ii) is or becomes in breach of any of its representations, warranties, and/or covenants in this Section 2.2.
2.3. Partner Duty to Inform
Which means：
Partner has to keep Genstore informed about any potential claims, demands or liabilities relating to Genstore of which the Partner is aware.
Partner will promptly inform Genstore of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Genstore or the Genstore Related Entities by any third party.
2.4. Partner Duty to Disclose
Which means：
If Partner is acting as Merchant’s agent, then Partner must disclose any Fees that Partner will earn under the Partner Program that relate to the Merchant.
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 Genstore in accordance with this Agreement that are associated with such Merchant.
2.5. Other Partner Terms
Which means：
Partner must (i) be at least 18 years old or the age of majority where Partner resides; (ii) provide certain information and agree that email will be our primary method of communication; (iii) make certain acknowledgments if signing up on behalf of an employer or a company; (iv) agree that this Agreement may be changed by Genstore at any time; and (v) acknowledge and agree to Genstore’s privacy policy.
To access and use the Services, you must first register for a Genstore account.
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. Genstore may reject an application for a Partner Account for any reason, in its sole discretion. Each Partner Account must include a full legal name and a valid email address. Partner acknowledges that Genstore will use the email address provided by Partner as the primary method for communication.
Each Partner Account login should be associated with a single user. Partner is responsible for keeping its Partner Account password secure. Genstore 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. Genstore may request additional security measures at any time and reserves the right to adjust these requirements at its discretion.
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 Genstore may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Genstore’s website, available at https://www.genstore.ai/legal/partners/program-agreement and such amendments to the Agreement are effective as of the date of posting. Partner’s continued participation in the Genstore Partner Program after the amended Partner Program Agreement is posted to Genstore’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 Genstore Partner Program.
Partner acknowledges and agrees that Partner’s participation in the Genstore Partner Program, including information transmitted to or stored by Genstore, is governed by the Genstore Privacy Policy found at www.genstore.ai/legal/privacy.
Partner acknowledges and agrees that Partner may only access Merchant Stores: for the purpose of performing work authorized by the respective Merchant.
The Partner shall acknowledge and promptly respond to reasonable requests for information from Genstore. From time to time, the Partner shall take such action and execute and deliver such documents as Genstore reasonably requests. In addition and without limiting the foregoing, in the event that Genstore contacts the Partner in connection with its Partner Account and requests acknowledgment or response to such communication, the Partner shall respond to Genstore promptly.
3. Termination
Which means：
Either Genstore or Partner can end this agreement at any time by providing notice to another Party. If there is fraud or any other unacceptable behaviour by Partner, Genstore can suspend Partner’s privileges or end the agreement without notice. Genstore can change or eliminate all or any portion of the Partner Program at any time, upon reasonable notice.
3.1. 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, may result in one or more of the following actions being taken by Genstore: (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.
Genstore reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time.
3.2. Consequences of Termination
Which means：
If the Agreement ends, Partner must stop using and return to Genstore all Genstore creative material and Genstore’s trademarks and logos and Partner will no longer be permitted to access the Genstore API or receive Fees from Genstore, unless otherwise determined by Genstore in its sole discretion. The sections listed here and any other sections that by their nature are meant to survive will survive the termination of this agreement.
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 Confidential Information (as defined below)); (b) Partner will immediately cease displaying any Genstore 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, Genstore API, unless otherwise determined by Genstore in its sole discretion.
This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:
- 2.1 PART A: Section 1 (Definitions), Section 4.3 (Proprietary Rights of Genstore), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions);
- 2.2 PART B.2: Section 3 (Reporting and Audit).
In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
4. Intellectual Property Rights
4.1. Genstore Trademarks
Which means：
Genstore owns the Genstore Trademarks entirely and Partner agrees to use them only in accordance with the Agreement.
During the term of this Agreement, Genstore hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Genstore Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Genstore’s Trademarks only as permitted under this Agreement; (b) it will use the Genstore Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Genstore in writing from time to time; (c) the Genstore Trademarks are and will remain the sole property of Genstore; (d) nothing in this Agreement will confer in Partner any right of ownership in the Genstore Trademarks and all use thereof by Partner will inure to the benefit of Genstore; (e) Partner will not, now or in the future, contest the validity of any Genstore Trademarks, pursue or assist in any attempt to cancel or expunge any registration of Genstore Trademarks, or oppose any trademark application made by Genstore or Genstore Related Entities; (f) Partner will not, now or in the future, apply for or use any term or mark identical or confusingly similar to any Genstore Trademarks; and (g) should Genstore or any Genstore Related Entities adopt or acquire any new trademarks, logos, service marks or tradenames, Partner shall, without compensation, discontinue use of such Genstore Trademarks, and confusingly similar branding as determined by Genstore in its sole discretion, provided that Partner shall be afforded a reasonable period to adopt alternative branding.
4.2. Restrictions on Partner’s Use of the Genstore Trademarks
Which means：
Partners cannot use Genstore Trademarks in the name or design of the Partner’s business or logo, or any Partner product or service (including Apps or Themes) without permission. Partner will not buy search engine advertising, trademarks or domain names that use “Genstore” or other Genstore Trademarks.
Notwithstanding Section 4.1, Partners will not:
use the Genstore 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 Genstore 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 Genstore Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Genstore Trademarks. Partners also must add the term "Genstore" (no quotes) as a phrase-match negative keyword for any keyword advertising campaigns.
4.3. Proprietary Rights of Genstore
Which means：
All of the information, property and intellectual property you have access to as a result of your participation in the Partner Program belongs entirely to Genstore.
As between Partner and Genstore, Genstore Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the Genstore 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 Genstore or Genstore Related Entities or otherwise related to the Service, Genstore Partner Program, Genstore or Genstore Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Genstore Property”) will be and remain the sole and exclusive property of Genstore. To the extent, if any, that ownership of any Genstore Property does not automatically vest in Genstore by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Genstore, upon the creation thereof, all rights, title and interest Partner may have in and to such Genstore Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
4.4. Genstore’s Use of Partner’s Intellectual Property
Partner grants to Genstore 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 Genstore's discretion, Genstore may use any such intellectual property for the purposes of promoting or marketing Partner or Partner's products or services, defending Partner’s intellectual property rights or as otherwise agreed to with Partner.
5. Confidentiality
Which means：
Both Genstore and Partner agree to use Confidential Information only to perform the obligations of the Agreement. Confidential Information must be protected and respected. Merchant Data and Customer Data is Genstore’s Confidential Information.
“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, Revenue Share agreements, 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 Genstore and Partner, Merchant Data and Customer Data is the Confidential Information of Genstore.
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 5. 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.
6. Disclaimer of warranty
Which means：
Genstore makes no warranties about the Genstore Partner Program, the Tiered Partner Program, the Service, the Genstore API, the Genstore Trademarks.
The Genstore Partner Program, the Service, the Genstore Trademarks and the Genstore API (including without limitation the Sales Channel SDK and the Genstore Billing API) are provided “as-is”. Genstore makes no warranties under this Agreement, and Genstore 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, Genstore further disclaims all representations and warranties, express or implied, that the Service, the Genstore API, the Genstore Trademarks or the Genstore API (including without limitation the Sales Channel SDK and the Genstore Billing API) satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.
7. Limitation of Liability and Indemnification
Which means：
Genstore is limiting its liability with regard to the Genstore Partner Program, the Tiered Partner Program, the Service, the Genstore API, the Genstore Trademarks, the relationship between the Partner and any Merchant, and Genstore’s obligations under the Agreement. If there is a liability owed to the Partner by Genstore, Genstore will provide no more than the Fees that were paid to Partner in the past six months.
7.1. Limitation of Liability
Genstore, and the Genstore Related Entities, will have no liability with respect to the Genstore Partner Program, the Service, the Genstore API, the Genstore Trademarks or Genstore’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 Genstore API, the Genstore Trademarks, or Partner’s participation or inability to participate in the Genstore Partner Program, even if Genstore has been advised of the possibility of such damages. In any event, Genstore’s, and the Genstore Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Genstore 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 Genstore or the Genstore Related Entities are obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances will Genstore, or the Genstore 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 Genstore or the Genstore Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
7.2. Partner Indemnification
Which means：
Partner will cover all costs associated with a Claim made against, or liabilities incurred by, Genstore if it is caused by Partner’s breach of this Agreement, Partner’s gross negligence or wilful misconduct, promises made by Partner to third parties about Genstore, Partner’s use of the Genstore API, Partner’s products or services, Partner’s infringement or violation of the intellectual property or other rights of a third party, Partner’s violation of applicable law, or Partner’s relationship with a Merchant.
Partner agrees to indemnify, defend and hold harmless Genstore and any Genstore 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, “Claim(s)”), 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 Genstore and Genstore Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the Genstore API, (including without limitation the Sales Channel SDK and Genstore Billing 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.
7.3. Notice of Indemnification
Which means：
Genstore will notify Partner of any Claims and may choose to assist in the defense.
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.
7.4. Non-exclusive remedies
Which means：
If Partner breaches its obligations with respect to Partner’s responsibilities, making direct payment to Genstore if Partner doesn’t use the Genstore Billing API, Genstore’s intellectual property or other proprietary rights or confidentiality, Genstore has rights outside of “breach of contract”.
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 4 or 5 above, in addition to all other rights and remedies available to Genstore under this Agreement and under applicable law, Genstore 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 Genstore in connection with such violation, in accordance with the provisions of this Section 7.
8. General provisions
Which means：
In case something serious happens outside the control of either Genstore 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.
8.1. 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), labour 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.
8.2. Independent Contractors
Which means：
Both Genstore and Partner are independent contractors in respect of each other. There is no relationship of agents, representatives or otherwise between you and Genstore, except when Genstore is dealing with Merchant payments, credits and refunds on your behalf, or unless we say we are expressly doing something on your behalf in this Agreement.
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 Genstore or any Genstore Related Entity is an agent, representative or related entity of the Partner. Neither Genstore 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 Genstore to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Genstore 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.
8.3. Non-Exclusivity
Which means：
Both Genstore and Partner are non-exclusive to each other and each can enter into similar arrangements with others, as long as that Party does not use the other Party’s confidential information.
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.
8.4. Notice
Which means：
Notice is considered to be sent on the day it is emailed or hand delivered, 2 days after it is given to a courier, or 5 days after it is placed in the mail.
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 support@genstore.ai; (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.
8.5. No Waiver
Which means：
If a provision is not enforced by any Party, it does not mean that they are waiving their rights to enforce that provision in the future.
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.
8.6. Entire Agreement
Which means：
This Agreement and the documents it links to and references are the entire agreement governing the relationship between Genstore and Partner under the Partner Program, and it replaces any previous agreements.
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 Genstore 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.
8.7. Assignment
Which means：
Partner cannot assign away or transfer this agreement to another party without Genstore’s consent.
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. Genstore 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 Genstore’s prior written consent, to be given or withheld in Genstore’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Genstore’s consent to assignment or transfer, contact Genstore Support via support@genstore.ai.
8.8. Applicable Laws
Which means：
This agreement is covered by the laws of California, America. If anything were to go wrong, California is where the issue would be litigated.
This Agreement will be governed by and interpreted in accordance with the laws of the State of California, U.S.A, 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 State of California with respect to any dispute or Claim arising out of or in connection with this Agreement.
8.9. Patent Non-Assertion
Which means：
You agree not to sue us for patent infringement.
Partner and its affiliates covenant not to assert patent infringement Claims against Genstore, Genstore Related Entities, or Genstore products and services including the Genstore API.
8.10. Competitive or Similar Materials
Which means：
Genstore may develop products or services that compete with Partner’s products or services so long as Genstore does not use Partner’s Confidential Information.
Genstore 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 Genstore does not use Partner’s Confidential Information in so doing.
8.11. Feedback
Which means：
If you provide Genstore with Feedback about the Partner Program, Genstore API or the Service, we will own this Feedback and we can use it without restriction.
If Partner provides any feedback (including identifying potential errors and improvements) to Genstore concerning the Partner Program, the Genstore API, or any aspects of the Service (“Feedback”), Partner hereby assigns to Genstore all right, title, and interest in and to the Feedback, and Genstore is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, Genstore API or the Service and to create other products and services. Genstore will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.
8.12. Beta Services
From time to time, Genstore 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 Genstore 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 Genstore and subject to the confidentiality provisions of this Agreement. Genstore makes no representations or warranties that the Beta Services will function. Genstore may discontinue the Beta Services at any time in its sole discretion. Genstore will have no liability for any harm or damage arising out of or in connection with a Beta Service.
8.13. Service Providers
Which means：
Partner can work with third parties, but is responsible for any breach of this Agreement by those third parties.
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.
8.14. Industry Standards
Which means：
If Partner has access to Merchant Data, Partner will only use it to provide services to the Merchant, will not communicate with Merchant’s customers unless explicitly allowed, only keep Merchant Data for as long as necessary to provide its services to the Merchant, use industry standard security measures to protect against security breaches and comply with all laws. If Partner suspects any breach of Merchant Data, Partner will notify Genstore immediately.
- 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 Genstore of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to Genstore Support via email at support@genstore.ai. 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 Genstore, the Genstore Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to Genstore and cooperate to provide Genstore with any additional requested information in a timely manner.
8.15. Severability
Which means：
If a provision in this Agreement isn’t enforceable for any reason, the rest of the Agreement will still be enforceable.
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 Developers
This Part B contains terms applicable to Developers generally. Section B.1 contains additional terms applicable to Theme Developers. Section B.2 contains additional terms applicable to App Developers. Section B.3 contains additional terms applicable to Channel Developers. Section B.4 contains additional terms applicable to Payment Developers.
1. Access to the Genstore API
Access to and use of the Genstore API is governed by the Genstore API License and Terms of Use.
2. Unauthorized and Prohibited Developer Activities
Which means：
Developers cannot (1) provide incentives in exchange for reviews of their Apps or Themes, (2) include code in Apps that is not related to the services provided by the App (including code for the purposes of cryptocurrency mining), or (3) distribute an App or Theme with the purpose of criminal or unlawful activity.
Without limiting the restrictions outlined elsewhere in this Agreement or in the Genstore API Terms, Developers will not:
Prohibit reviews, limit the content, type of or forum for reviews, or 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 Genstore App Store and Genstore Theme Store are meant to be unbiased, useful and trustworthy. Genstore reserves the right to take any action it deems necessary in respect of a Partner engaged in any of this behaviour, 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, including for the purposes of cryptocurrency mining; using code that is intended to misrepresent website content to falsify SEO metrics; and injecting obfuscated code into into, or otherwise through, an App, Theme, any Partner Program resource or activity, or the Service;
Develop or distribute the Application or Theme in any way in furtherance of criminal, fraudulent, or other unlawful activity; or
Create multiple Applications that offer substantially the same services;
Replace or change credit card input fields or any other similar component or field within the Genstore Checkout, without Genstore's prior written consent.
3. Additional Genstore Trademark License for Developers
Developers may use the Genstore Trademarks licensed in Section 4.1 for the sole purpose of notifying Merchants that the Application or Theme is compatible with the Service.
4. Use of the Genstore Billing API
Unless otherwise agreed to by Genstore in writing, if a Developer will create and issue charges to Merchants relating to the Merchants’ use or installation of the Developer’s Application, whether in the form of monthly subscription fees, cost-per-acquisition, cost-per-click, percentage commission or otherwise, Developer must use the Genstore Billing API. The Genstore Billing API includes software to help Developers manage billing charges to Merchants for use of Developer’s Applications. It is the Developer’s responsibility to: (i) obtain Merchant consent to create and issue such charges and (ii) bill the Merchant in compliance with the Merchant Agreement, applicable legal requirements and card network payment rules.
B.1. Additional Terms Applicable to Theme Developers
Which means：
Theme Developers can develop and submit Themes to be made available for Genstore Merchants in the Genstore Theme Store. Genstore can remove a Select Theme at any time for any reason. The Theme must not infringe any third party rights.
1. Theme Requirements
Theme Developers are permitted to develop Themes for Merchants to be distributed in the Genstore Theme Store. Select Themes developed for Genstore Merchants may be made available to Genstore Merchants only through the Genstore Theme Store. The Theme Developer selects the purchase price for the Theme, provided that the price is within Genstore’s current Theme pricing guidelines. All Themes are subject to approval and acceptance by Genstore and Genstore retains the right to remove a Select Theme from the Genstore Theme Store at any time and for any reason.
Theme Developers must follow all Genstore guidelines with respect to their Theme.
Each Theme Developer represents and warrants that it is the copyright owner of the Theme Developer's Select Themes and that they have obtained all necessary rights, titles and interests in and to the images, fonts, designs, plugins, templates, software or other assets that are distributed with a Select Theme in the Genstore Theme Store. 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.
Each Theme Developer of a Select Theme represents and warrants that any availability of any of its Select Themes to Genstore Merchants outside the Genstore Theme Store is unauthorized and constitutes copyright infringement. Theme Developer hereby grants Genstore authorization to act on its behalf to file complaints with service providers to remove any such unauthorized availability of its Select Themes. Theme Developer agrees to work with Genstore in good faith and provide all information and assistance that Genstore may require to file and prosecute such complaints. Genstore will determine whether to file such complaints at its sole discretion and shall have no obligation whatsoever to file or prosecute any such complaints on behalf of a Theme Developer. Any actions taken by Genstore under this Section B.1.1.4 shall be subject to the Limitation of Liability set out in Section 7.1 of this Agreement.
2. Additional Genstore Trademark Use Rights for Theme Developers
Notwithstanding Section 4.2 of Part A, Theme Developers may use the Genstore Trademarks and may refer to Genstore 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.
B.2. Additional Terms Applicable to App Developers
Which means：
Genstore can remove a Public Application at any time for any reason.
1. App Requirements
All Applications may only be installed or otherwise initiated directly on or through the Service.
All Applications must comply with all laws applicable to it, are subject to approval and acceptance by Genstore, and Genstore retains the right to remove any Application from the Genstore App Store at any time for any reason.
App Developers must at all times ensure compliance with the Genstore guidelines.
App Developer represents and warrants that the U.S. export control classification number of each of their Apps is “EAR99” and none of App Developer's Apps requires a license to be exported to Russia, Belarus, or any other jurisdiction as to which a license is required for EAR99 products.
App Developers that alter the core functionality of an App or make major changes to the features available through an App must provide notice to Merchants of the respective changes. Genstore reserves the right to perform additional reviews and take appropriate actions, including but not limited to revoking approval and acceptance of the App, when major changes alter the core functionality of the App and/or violate the Genstore App Store Requirements.
As Genstore’s offerings change, some Apps could become redundant, obsolete, or otherwise unsupportable. App Developers are not guaranteed a perpetual accommodation on Genstore.
2. Additional Genstore Trademark Use Rights for App Developers
Which means：
All App Developers must issue charges to Merchants via the Genstore Billing API unless Genstore otherwise agrees. App Developers that do not use the Genstore Billing API must inform Genstore of total Application sales each quarter. Genstore can audit an App Developer’s records to ensure the App Developer is remitting revenue to Genstore in accordance with the App Plan.
Notwithstanding Section 4.2 of Part A, App Developers may use the Genstore Trademarks and may refer to Genstore and the Service in the promotion of their App for the sole purpose of notifying Merchants that the App is compatible with the Service.
3. Reporting and Audit
All App Developers that create and issue charges to Merchants for the Merchant’s use of the Developer’s Application must use the Genstore Billing API unless otherwise agreed to by Genstore in writing. App Developers that Genstore has exempted from using the Genstore Billing API will submit to Genstore via email at support@genstore.ai a report indicating total revenues for the previous month.
If Genstore charges fees in the future, Genstore 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 Genstore will provide Genstore 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. Genstore 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 Genstore for all of the reasonable costs of such audit. In addition to the foregoing audit rights, Genstore will also have the right to use the capabilities of the Service to confirm the revenue associated with Apps offered by the App Developer.
B.3. Additional Terms Applicable to Channel Developers
1. Channel Requirements
Channel Developers are permitted to develop Channel Applications that integrate Channel Platforms with the Service. The Channel Applications may only be distributed or sold in the Genstore App Store. All Channel Applications are subject to approval and acceptance by Genstore, and Genstore retains the right to remove a Channel Application from the Genstore App Store at any time for any reason.
Channel Developers must follow all UI patterns and Genstore guidelines as provided to Channel Developer by Genstore with respect to their Channel Application (“Integration Requirements”). If at any time, in Genstore’s sole discretion, the Channel Application fails to meet the Integration Requirements, Genstore will have the right to: (i) delay acceptance of the Channel Application until all Integration Requirements are met, or (ii) terminate Channel Developer’s access to the Sales Channel SDK.
In addition to and without limiting the generality of the Genstore API Terms, the Merchant Agreement for Merchants who use the Channel Application must also include terms that specify: (i) any and all charges associated with the Merchant’s use of the Channel Application; and (ii) any eligibility criteria that the Merchant must meet prior to the Merchant’s acceptance to use the Channel Application, and to the extent reasonably practicable, provide examples of such eligibility criteria and information respecting Channel Developer’s review and appeal process, if applicable.
If Channel Developer will create and issue charges to Merchants for Merchants’ use of the Channel Application, whether in the form of cost-per-acquisition, cost-per-click, percentage commission or otherwise, Channel Developer must use the Genstore Billing API. It is the Channel Developer’s responsibility to: (i) obtain Merchant consent in the Merchant Agreement to create and issue such charges, and (ii) bill the Merchant in compliance with applicable legal requirements and card network payment rules. Amounts owing to Channel Developer for a Merchant’s use of the Channel Application will be paid in the same manner as amounts are paid to App Developers under the App Plan.
If Channel Developer creates and issues a charge to Merchants for Merchants’ use of the Channel Application, Genstore may incur processing fees to process each such charge. Channel Developer will remain fully responsible for any such processing fees that Genstore may incur. Upon request from Channel Developer, Genstore will advise Channel Developer of such processing fees. The Parties agree that the total amount of any processing fees incurred by Genstore will be set-off against any Fees payable to Channel Developer in the relevant Payment Period.
Channel Developer must comply with any terms, guidelines or approval processes required pursuant to any card network rules, and applicable laws or regulations.
Channel 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 Channel Developer under this Agreement. Channel Developer will, upon Genstore’s reasonable request, deliver reasonable evidence to Genstore of Channel Developer’s compliance with PCI-DSS.
If Channel Developer has access to Merchant shipping information via the Service, including rates or time in transit information (“Shipping Information”), Channel Developer: (i) will only store, access, use or process Shipping Information as necessary to provide Merchants with shipping services as directed by Merchant and under no circumstance will Channel Developer aggregate Shipping Information for multiple Merchants, or for any particular Merchant, for any purpose; and (ii) will use at least industry standard measures for the protection of proprietary and confidential information to protect against unauthorized access to, disclosure of or use of Shipping Information. To the extent that the Shipping Information includes information of UPS Market Driver, Inc., and no further, then UPS Market Driver, Inc. will be a third-party beneficiary with all rights and privileges of Genstore under this Section B.3.1.8 and is entitled to enforce this Section B.3.1.8 directly against Channel Developer.
2. Sales Channel SDK
Channel Developer will apply to Genstore for access to the Sales Channel SDK, which will be granted or denied in Genstore’s sole discretion.
The Genstore API Terms apply to Channel Developer’s use of the Sales Channel SDK. In addition to, and without limiting the generality of the restrictions in the Genstore API Terms, with respect to the Sales Channel SDK, Channel Developer will:
- a. upon request from Genstore, provide Genstore with a report setting out the number of, and location of, all copies of the Sales Channel SDK;
- b. not use the Sales Channel SDK for any purpose other than for the Channel Program and the development of the Channel Application; and
- c. not use the Sales Channel SDK to develop products or services that will compete with Genstore’s products or services.
4. Term and Termination for Channel Applications
Subject to the following, Channel Developer agrees to maintain its Channel Application for twelve (12) months from the date that the Channel Application is made available by Genstore in the Genstore App Store:
Beginning on the six-month anniversary of the Channel Application being published in the Genstore App Store, the Parties may terminate this Agreement at any time if it is mutually agreed, after good faith negotiations, that (i) there is insufficient adoption of the Channel Application by Merchants; or (ii) maintaining the Channel Application is commercially or technically unfeasible for either Genstore or Channel Developer.
Any Party may terminate the Agreement immediately in the event another Party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof. If the breach is cured (or waived by the non-breaching Party) within the specified cure period, then the Agreement will continue in full force and effect pursuant to its terms.
B.4. Additional Terms Applicable to Payments Developers
1. Payments Applications
Designation. From time to time Genstore may allow payment providers to become a Payments Developer and permit them to develop a Payments Application. A payment provider can apply to become a Payments Developer through the Payments Platform Onboarding Form.
Approval. All Payments Applications are subject to Genstore's review and approval to ensure compliance with our guidelines, API documentation, and other standards that we deem necessary to protect the integrity of Genstore’s payments ecosystem. Genstore has the sole discretion of the approval or denial of any Payments Application.
2. Public Listing
- If a Payments Application meets the criteria set out in the Payments Platform Developer Guidelines for public listing by Genstore, the Payments Developer may apply to Genstore for a public listing. Genstore will review such Payments Applications and depending on a number of factors determined and assessed by Genstore in its sole discretion, including transaction volume and Payments Application adoption rates, Genstore may approve the Payments Application inclusion in Genstore’s public list of payment gateways and make the Payments Application available to Merchants via Merchants admin.
3. Requirements
Use of our API. Payments Developers must only use the Payments Apps APIs as specified in the Payments Platform Developer Guidelines and may not use any other Genstore APIs unless granted permission from Genstore. Payments Developer acknowledges that Genstore will update the Payments Apps APIs at its discretion. It is the Payments Developer’s responsibility to install any updated version of the API.
Compliance with Genstore API Terms. Payments Developers must comply with the Genstore API License and Terms of Use. For the avoidance of doubt, Payments Applications that (a) are available in Genstore’s payments ecosystem, and (b) do not bypass any component of Genstore Checkout other than the collection of payment details and payments processing, do not violate the Genstore API License and Terms of Use.
Minimum Support Commitment. Payments Application must provide industry standard service levels to merchants. The Payments Application must at a minimum be operational and available on a twenty-four hour, seven days a week (24x7) basis at least 99.95% of the time in any measurement period. Payments Applications must provide servicing support to all Merchants and are required to provide Genstore with an email address which can be used by Merchants to contact the Payments Application directly for support. In the event of outages or issues, payment developers must respond within 2 hours.
Adhere to the Payments Platform Developer Guidelines. To help guide you through the development of your Payments Application and to offer the best possible experience for our Merchants, we maintain a list of requirements under Payments Platform Developer Guidelines and best practices that Payments Developers must follow. Every Payments Developer must adhere to these guidelines and every Payments Application must meet the technical and other specifications that it describes.
Sync Data to Genstore. All payments and order data received from transactions processed on the Payments Application must be automatically synced to Genstore as specified in the Payments Platform Developer Guidelines.
New Payments Application Feature Approval. Any updates or changes to an existing Payments Application, including the addition of new product features or new payment methods, must be submitted for review and approval.
Merchant Flexibility. Payments Applications must allow for Genstore Merchants to terminate their agreement with the payment provider within 7 days’ notice, without any penalty, fine, or other consequence.
Settlements. All Payments Applications must settle transactions for the Merchants within a maximum of 5 days, as outlined in the Payments Platform Developer Guidelines.
4. Risk, Fraud & Compliance
Maintain a Risk & Fraud Program. Payments Applications are responsible for monitoring and managing risk and fraud. If Payments Application is being used by what Genstore deems as an unreasonably high percentage of Merchants who are engaging in fraudulent or high risk behaviour, as determined in Genstore’s sole discretion, Payments Application agrees to collaborate with Genstore to implement and develop preventive measures to mitigate such risk. If Payments Application fails to collaborate with Genstore, or fails to take additional steps to reduce risk and fraud in a manner that we deem appropriate, we may take governance action against the Payments Application.
Requests for and Sharing of Information. You agree to share certain information about you and your Payments Application with Genstore. This includes you sharing information: (i) about transactions for regulatory or compliance purposes in the form and manner set forth in the Payments Platform Developer Guidelines or as may be otherwise requested from time to time; (ii) that Genstore deems necessary, in our sole discretion, for the management and maintenance of Genstore’s ecosystem; (iii) that Genstore deems necessary, in our sole discretion, to conduct our risk management process.
Compliance with Applicable Laws, Regulations & Standards. Payments Developer must comply with any terms, guidelines or approval processes required pursuant to any card network rules, and applicable laws or regulations. Payments 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 Payments Developer under this Agreement. Payments Developer will, upon Genstore’s reasonable request, deliver reasonable evidence to Genstore of Payments Developer’s compliance with PCI-DSS.
5. Unauthorized & Prohibited Activities
A Payments Developer and Payments Application will not engage in the activities listed below.
Fees. Refer to any fee, expense or other cost as a Genstore fee on its invoices to Merchants, or offer any low promotional or introductory rate without express written disclosure of the offer terms, including, but not limited to, the offer period and the increased Merchant rate following the expiration of the promotional or introductory offer.
Share access. Redistribute, share, sell or generate revenue from sharing access with other developers to Payments Platform, without Genstore’s approval. The access provided to the Payments Apps APIs is to be used only by the Payments Developer to which access was granted.
Manipulate performance. Create fake or fraudulent Merchants, orders or sales in order to portray a higher volume of traffic.
Use of vaulted or store credit cards. Store payment credentials for any use other than for the transaction that the credentials were provided and for the transaction and services that Genstore has approved the Payments Application to conduct.
Privacy & Data Usage. Use Merchant data in any way that is not explicitly and accurately disclosed to the Merchant. Genstore may request and Payments Developer will provide a description of the manner in which Payments Developer collects and uses Merchant data. Payments Developer must provide Genstore with any changes or updates to how they collect and use data in connection with their Payments Application. Payments Developer acknowledges that Genstore may share a summary of how data is collected and shared by the Payments Application in our communications with Genstore Merchants.
6. Termination, Suspension and Removal from the Payments Platform
Genstore may at its sole discretion remove your Payments Application from Genstore’s public list of payment gateways, suspend or terminate your access to the Payments Platform and your participation in Genstore’s payments ecosystem, or take any other action that we deem necessary for the violation of any clause in this Section “Additional Terms Applicable to Payments Developers.” For the avoidance of doubt, this Section does not preclude the termination rights set forth in Section 3 “Termination” of this Agreement.