Secomapp: Empowering your Shopify Success

Secomapp Partnership Term of Service

Partnership Term of Service

These Terms of Service (these “Terms”) are part of the agreement (“Agreement”) between Secomapp and the business entity agreeing to them (“you” or “Affiliate”) and govern your use of the Services.  

The Agreement is effective as of the date you register for an online account with Secomapp or the date you enter an Order Form with Secomapp incorporating these Terms (the “Effective Date”).  If you are accepting the Agreement on Affiliate’s behalf, you represent and warrant that (i) you have full legal authority to bind Affiliate to the Agreement; (ii) you have read and understand the Agreement; and (iii) you agree, on Affiliate’s behalf, to the Agreement.  

This Agreement is between Affiliate and Secomapp. It only applies to your relationship with Secomapp, which is independent of your relationship with any other merchant, affiliate, or customer. 

DEFINITIONS.

The following capitalized terms have the following meanings in the Agreement:

1. Affiliate means an individual or business registered on the Services as an Affiliate of Secomapp, which is compensated by Secomapp for qualified commission.

2. Affiliate Sales Revenue means the total amount of proceeds received from the sale of products or services by Secomapp attributed to Secomapp’s Affiliates by and through the Services, excluding any shipping and handling charges and/or processing fees, any discounts, and applicable taxes.  

3. Anonymized Data means information, including information derived from Affiliate Data, that is irrevocably anonymized to remove any Affiliate-identifying or individual-identifying information.  For clarity, Anonymized Data can never include any information that is reasonably associable with any individual or household.

4. Authorized User means any individual who uses the Services on Affiliate’s behalf or through Affiliate’s Account, whether with, without, or in excess of the authorization granted by Affiliate.

5. Affiliate Data means data processed through the Services by Affiliate, such as sales data and information, pricing, shipping costs, and other similar information, data from Third Party Platforms (as applicable), and data from Affiliate’s Visitors and Authorized Users. Affiliate Data shall not include Anonymized Data or any information provided to Secomapp by a visitor to any Secomapp website, which is independently subject to these Terms of Service and the Privacy Policy.

6. Services means all services belonging to Secomapp, analytics, information, applications, websites, and other products and services.

THE SERVICES.

1. Account Terms: In order to access most features of the Services, you must register for a Secomapp account (“Account”) by providing your information Secomapp may require.  You may only register on behalf of a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law. Secomapp may reject an application for an Account for any reason, in its sole discretion.

2. Use of the Services:  During the Term and provided that the Agreement has not been terminated, you may access the Services for the purpose of using Services pursuant and subject to the terms of the Agreement. 

3. Documentation:  The Documentation may be reproduced solely as necessary to support the use of the Services by you or your Authorized Users.

4. Access Rights:  Secomapp may suspend or terminate any Account if Secomapp determines, in its sole discretion, that the goods or services offered via an outside store or the materials uploaded or posted to an outside store violate the AUP or these Terms.  Secomapp will make reasonable efforts to promptly notify Authorized Users of the suspension. 

5. Affiliate Access:  From time to time, Secomapp may communicate with Affiliates participating in the Secomapp partnership program. Such communication with the Affiliates participating in a particular Secomapp partnership program is subject to these Terms of Service, as accepted by such Affiliate and as modified from time to time as set forth herein, and the Privacy Policy.

PAYMENT PROCESS.

1. Currency: For Fees purposes, any Affiliate Sales Revenue paid in a currency other than U.S.  Dollars is automatically converted to the applicable value in U.S. Dollars. The Services will continue to display Affiliate Sales Revenue in the transaction currency for all other purposes, such as calculating Affiliate commission amounts.

2. Commission Calculation

  • Monthly Recurring Revenue: Affiliate commissions are calculated based on the monthly or yearly subscription payments made by merchants (referred clients) who continue using the app after the free trial period. The subscription price will first be adjusted to exclude the Shopify fee (typically 20% of the subscription price).
  • Adjustments for Plan Changes: Commissions will be adjusted based on changes in the customer’s app package (such as upgrades or downgrades). The adjusted commission reflects the customer’s new plan rate after deducting the Shopify fee.
  • Annual Subscriptions (Yearly Plans): For customers on annual subscriptions, the total commission will be divided into 12 equal parts, and one part will be paid each month throughout the subscription period.
  • Refunds: If a referred customer requests a refund, a negative commission will be applied to reflect the adjustment. Any overpaid commission may be deducted from future earnings.
  • Calculation Example:
    • For a customer on a Growplan (of the UpPromote app) at $29.99, your monthly commission is calculated as follows:  29.99 × 80% (Shopify fee) × 20% (your commission rate) = $4.798
    • If the customer upgrades to a higher plan (e.g., $34.99), the new monthly commission will be recalculated accordingly.

3. Payment Schedule

  • Balance Updates: Affiliates can log in on the 8th of each month to review their updated balance. 
  • Payment Date: Payments are issued on the 12th of each month (for Affiliates who have confirmed payment method), provided that the minimum balance has been met.

4. Payment approved methods

  • PayPal: Affiliates will receive an email prompting them to provide or confirm their PayPal account details.
    • Please ensure that your PayPal account is up to date within your Secomapp profile.
    • If any changes to your PayPal account are needed, you may update this information directly on your Partner Dashboard.
  • Stripe (Alternative Payment Option): Affiliates preferring Stripe will receive an email prompt from Secomapp to connect their Stripe account for payouts securely. This process requires affiliates to send a one-time pay request link through Stripe to facilitate each payout.

Note: For both PayPal and Stripe, Secomapp only processes payments to the registered accounts provided by the affiliate. It is your responsibility to keep this information updated to ensure timely and accurate payments. Secomapp is not responsible for delays due to outdated information.

5. Payment Process

  • Commission Review: Commissions are reviewed and calculated by Secomapp on the 8th of each month for the previous month’s referrals and customer payments.
  • Minimum Balance Requirement: The minimum balance for payout is $100. If your balance does not reach this threshold, the amount will roll over to the next pay period.
  • Communication and Confirmation: 
    • Initial Payment Confirmation Request: Upon reaching the payout threshold of $100, affiliates will receive an email from Secomapp confirming their preferred payment method. The email, titled “Congratulations on Your First Secomapp Partner Payout,” will outline their current balance and request confirmation of the PayPal email address provided or a one-time Stripe pay link. Affiliates need to confirm their payment details only once unless updating in the future.
    • Follow-up Reminder (If No Response): If no response is received within a month, Secomapp will follow up with a reminder email to confirm the preferred payment method.
    • Payment Confirmation: Upon processing the payment, Secomapp will send a confirmation email to affiliates on the 12th, including all payment details and any applicable fees or adjustments for that period.

6. Commission Adjustments and Refunds

  • Plan Upgrades/Downgrades: If a customer changes their subscription plan, your commission will be adjusted to reflect the updated rate.
  • Customer Refunds: If a referred customer receives a refund, your commission for that period will be recalculated, and any overpaid amounts may be deducted from future earnings.

7. Tracking and Reporting

  • Cookie Duration: The cookie from the link lasts for 30 days! After 30 days, any activity that recurred from the link might be no longer recorded.
  • Affiliate Dashboard: Affiliates can track referral activity, payouts, and commission adjustments in real-time via their Partner Dashboard at Secomapp Partner Dashboard.

8. Payment of Fees: Secomapp will not be required to refund any Fees except in the event of Secomapp’s fraud, gross negligence, or willful misconduct.

9. Taxes: All processing fees and taxes are exclusive. Affiliates receive the amount of commission earned from Secomapp based on their referrals.

AFFILIATE DATA & PRIVACY.

1. Use of Affiliate Data

  • License Grant: Affiliate grants Secomapp a non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, and display the Affiliate Data solely to provide the Services.  Notwithstanding the foregoing, Secomapp may use Anonymized Data for any purpose.
  • Rights to Use: The affiliate represents and warrants that:
    • The affiliate has all necessary rights, consents, and approvals to grant Secomapp the access and use rights to Affiliate Data granted herein.
    • All Affiliate Data was collected by Affiliate in accordance with Affiliate’s privacy policy, applicable third-party Platform policies, and all applicable laws.  
    • No Affiliate Data violates the privacy or intellectual property rights of any third party.

2. Data Security: Secomapp has implemented and maintains industry-standard measures, procedures, and policies designed to safeguard the confidentiality, integrity, and security of the Services and Affiliate Data. The affiliate recognizes and agrees that hosting and transmitting data online inherently involves the risk of unauthorized disclosure or exposure that no Secomapp measures can fully eliminate. The affiliate agrees that, in accessing and using the Services, the affiliate assumes such risks. All vulnerabilities must be reported to [email protected].

3. Data Accuracy: Secomapp is not responsible or liable for the accuracy of data uploaded to the Services by Affiliate, such as Affiliate Data and any other data uploaded by Authorized Users. In addition, except for calculations and payments made solely through Secomapp, Secomapp is not responsible or liable for any Affiliate payment calculation errors made in reliance on data generated or APIs made available by the Services.

AFFILIATE’S RESPONSIBILITIES AND RESTRICTIONS.

1. Acceptable Use: Affiliate and its Authorized Users may not: use the Services or Affiliate Data for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Services without using an Account; provide Account passwords or other access information to any third party; share non-public Services features or content with any third party; use the Services or Affiliate Data to copy or build a product using similar ideas, features, functions or graphics (whether competitive with Secomapp or not); violate the AUP; or use the Services to send or store infringing, obscene, threatening, libelous, defamatory, or otherwise unlawful or tortuous material, including material that is harmful to children or violates third-party privacy rights.  

2. Unauthorized Access:  Affiliate is responsible for all actions taken by its Accounts and must take reasonable steps to prevent unauthorized access to the Services. Affiliate must notify Secomapp immediately of any known or suspected unauthorized use of the Services, any including any security breach affecting its Services access credentials.

3. Compliance with Laws:  In its use of the Services, affiliates are responsible for compliance with data privacy regulations (e.g., GDPR, CCPA) if applicable.

IP AND FEEDBACK.

1. IP Rights to the Services:  Secomapp retains all rights, titles, and interests in and to the Services, such as all software, system software, and applications used to provide the Services, including any source code, updates, improvements, enhancements, modifications, or derivative works thereof, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the Services.  The Agreement does not grant Affiliate any intellectual property rights in or to the Services or any of its components. Affiliate understands and agrees that the Services and its components are protected by copyright and other applicable laws.

2. Feedback:  “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Secomapp’s products or services.  Secomapp owns all Feedback.  Secomapp may use or incorporate Feedback without compensating or crediting Affiliate.  

CONFIDENTIAL INFORMATION.

1. As used in this Section, “Discloser” means a party to the Agreement disclosing Confidential Information to the other party to the Agreement (as the “Recipient”). 

“Confidential Information” means Affiliate Data; any information the Discloser marks “confidential” or that would otherwise reasonably be understood to be confidential in the context of its disclosure; Documentation, any Order Form and any communications between Secomapp and Affiliate in relation to the Services.  Confidential Information excludes information known to the Recipient without obligation of confidentiality to the Discloser at the time of disclosure; information independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; information known publicly, before or after disclosure, other than as a result of the Recipient’s improper action or inaction; information approved for release in writing by the Discloser; and Aggregate Data. 

2. Nondisclosure: Recipient may only use Discloser’s Confidential Information in furtherance of its obligations and rights hereunder (the “Purpose”).  Recipient may not disclose Confidential Information to any other third party without Discloser’s prior written consent.  Recipient must protect Discloser’s Confidential Information with the same degree of care Recipient uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care.  Recipient must promptly notify Discloser of any known or reasonably suspected misuse or misappropriation of Discloser’s Confidential Information.  

3. Permitted Disclosure: Notwithstanding the foregoing, Recipient may disclose Discloser Confidential Information as required by applicable law or by proper legal or governmental authority, provided that it has given Discloser prompt notice of such legal process (if permitted) and reasonably cooperated with Discloser in any effort to seek a protective order or otherwise contest the compelled disclosure.

4. Injunction:  Recipient agrees that any breach of its Section 8 obligations would cause Discloser irreparable injury, for which money damages cannot provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach.

5. Termination: The obligations of Section (2) above (Nondisclosure) will terminate five (5) years after the date of disclosure.  

REPRESENTATIONS & WARRANTIES.

a. From Secomapp. Secomapp represents and warrants that:

    i. it has and will maintain the full power and authority to grant the rights granted in the Agreement without the further consent of any third party; and 

    ii. to the best of Secomapp’s knowledge, the Services do not and will not infringe the intellectual property rights of any third party.

b. Infringement Remedy. Solely with respect to this Section (a)(ii) and without regard to Secomapp’s knowledge of infringement:

    i. Any alleged or actual infringement caused by the use of the Services in combination with hardware or software not provided by Secomapp does not constitute a breach.

    ii. In the event of a breach, Secomapp will, at its own option and expense, promptly take any of these actions: (a) secure for Affiliate the right to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) terminate the infringing features of the Services and refund to Affiliate any prepaid fees for such features, in proportion to the portion of the Term left after such termination.  

    iii. Along with Affiliate’s right to terminate for breach, the preceding sentence states Secomapp’s sole obligation and liability, and Affiliate’s sole remedy, for breach of this Section (a)(iii) and for potential or actual intellectual property infringement by the Services.

c. From Affiliate. Affiliate represents and warrants that:

    i. it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law. 

    ii. it is in full compliance with all laws and regulations applicable to its business; 

d. Warranty Disclaimers. EXCEPT AS PROVIDED IN THIS SECTION (A) ABOVE, AFFILIATE ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE, WITH NO USAGE COMMITMENT OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  

INDEMNIFICATION.  

The obligation to indemnify will not apply if the infringement arises as a result of the Affiliate’s or its users’ unauthorized use and/or alteration of the Services. Affiliate agrees to indemnify and hold harmless Secomapp from and against any damages relating to or arising out of Customer’s use of the Services in violation of this Agreement. 

LIMITATION OF LIABILITY.

1. Dollar Cap.  EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) $1,000. “BOTH PARTIES AGREE TO ADDRESS ANY ISSUES ARISING UPON RECEIPT OF NOTICE FROM THE OTHER PARTY. IF, AFTER 12 MONTHS FROM THE DATE OF RECEIPT, THE NOTIFIED PARTY DOES NOT AGREE TO RESOLVE THE ISSUE, IT SHALL BE RESOLVED IN ACCORDANCE WITH THE CURRENT LAWS OF VIETNAM.” Disputes are resolved in a spirit of voluntary negotiation. If no consensus is reached, the dispute will be resolved by commercial arbitration in accordance with the provisions of the Law on Commercial Arbitration 2010 of Vietnam.

2. Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT.

3. Clarifications & Disclaimers. The limits in this Section apply: (i) to liability for negligence; (ii) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (iii) regardless of the foreseeability of the damages or any advance notice of their possibility; and (iv) even if these remedies fail of their essential purpose.  If applicable law limits the application of the provisions of this Section, liability will be limited to the maximum extent permissible. 

TERM AND TERMINATION.

1. Term. For Affiliates, the term of the Agreement (the “Term”) commences upon the acceptance by the Affiliate of this Agreement and will remain in place until terminated as set forth in clause (c) below.

2. Termination.  Either party may terminate the Agreement: (i) for cause if the other party fails to cure any material breach of the Agreement (including any failure to pay Fees) within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) if the other party seeks protection under any bankruptcy, receivership or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).  Nothing in this Section limits Secomapp’s ability to immediately suspend the Agreement immediately upon any breach of Section “AFFILIATE’S RESPONSIBILITIES AND RESTRICTIONS” of the Agreement.  

3. Effects of Termination.  Upon termination of the Agreement, Secomapp will discontinue Affiliate’s access to the Services, Affiliate will cease all use of the Services, and Affiliate will promptly delete, destroy, or return all copies of the Documentation in its possession or control. 

PUBLICITY.  Affiliate will permit Secomapp to use Affiliate’s name and trademarks and service marks to identify Affiliate as Secomapp’s affiliate on the Website and in sales and marketing materials and activities unless Affiliate objects to such use to Secomapp in writing.

GENERAL.

1. Modifications.

i. The Services.  Secomapp may make commercially reasonable changes to the Services from time to time.  Secomapp will inform Affiliate if Secomapp makes a material change to the Services that has a material, adverse impact on Affiliater’s use of the Services.

    ii. These Terms.  Secomapp may change these Terms from time to time and will post any such changes to the URL where these Terms are available and update the “Last Updated” date at the top of these Terms.  Any material changes will only take effect as of (i) the Affiliate’s next term or (ii) the “Last Updated” date above.  The affiliate’s continued use of the Services after such changes take effect will constitute its acceptance of the changes. 

    iii. URL Terms. Secomapp may change the URL Terms from time to time and will notify Affiliate by prominent posting at the beginning of such URL Terms if any such change is material.  Material changes to the URL Terms will become effective 30 days after notice is given, except that changes that are required by applicable law may become effective immediately.  

2. Force Majeure. The delay or failure in pay fees will be accepted if unexpected causes happen, such as acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

3. Severability.  To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of the Agreement invalid or otherwise unenforceable in any respect.  In the event that a provision of the Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the Agreement will continue in full force and effect.

4. No Waiver.  Neither party waives any rights under the Agreement except by an express written waiver from an authorized representative.  No waiver of a breach of the Agreement will constitute a waiver of any other breach.

5. Conflicts. In the event of a conflict between these Terms and any Secomapp policy posted online (such as the Privacy Policy), these Terms control except to the extent any such policy specifically states that it controls these Terms. In the event of a conflict between the Affiliate Terms and any other part of the Agreement, the Affiliate Terms control.

6. Interpretation. A reference to writing or written includes e-mail.  The section headings in the Agreement are intended solely for convenience of reference and have no effect on the construction or interpretation of the Agreement.

7. Entire Agreement. The Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.  Neither party has relied upon any such prior or contemporaneous communications.