Partner Terms

This Referral Partner Program Terms and Conditions document (the “Agreement”) is a binding agreement between Alchemy Technologies Inc. dba Replo (Alchemy Technologies Inc,”, "Replo", the “Company,” “we,” “us” or “our”) and you, the business entering into this Agreement (“Referral Partner”) (collectively “the Parties”). This Agreement governs your participation in the Replo Referral Partner Program as further described herein (the “Program”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS ARBITRATION PROVISIONS AND LIABILITY LIMITS, AMONG OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE, PROVINCE OR COUNTRY OF RESIDENCE.

YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT. To enroll in the Program the Referral Partner must accept the Program terms available on the Replo dashboard.

1. Purpose

Company provides software and technology solutions to businesses for their ecommerce and marketing activities. Referral Partner is in a position to refer prospective customers to Company. This Agreement provides the terms and conditions under which Referral Partner will do so as part of the Program.

2. Referral Arrangement

By accepting this Agreement and participating in the Program, Referral Partner may, from time to time, refer new prospective customers (the “New Customers”) to Company on a non-exclusive basis. Company will pay Referral Partner a Referral Fee for each Successful Referral. A “Successful Referral” occurs where: (a) a New Customer signs up for the Replo services directly using Referral Partner’s dedicated “Referral Partner Link” provided by Company and (b) the New Customer converts to a paid Replo account directly following the New Customer’s access to the Replo services following the use of the dedicated Referral Partner Link to Company. Further, a referral will only be a “Successful Referral” if the New Customer is not a customer that (i) the Company has already contracted with or contacted about its services or (ii) has already been referred to Company by a third party.

3. Referral Fee

For each Successful Referral, Company shall pay Referral Partner a Referral Fee based on the Referral Partner’s tier level in effect at the time the applicable commission becomes eligible for payout. Referral Partner’s tier is determined by the number of Qualified Referrals attributed to Referral Partner. Each tier level is valid for twelve (12) months from the date it is achieved, after which Referral Partner must requalify based on the then-current tier requirements in order to maintain that tier level.

Only Qualified Referrals count toward tier qualification. A Qualified Referral is a Successful Referral that (i) remains an active, paying customer for at least one full billing cycle at standard pricing, (ii) is billed without excessive or unauthorized discounts, and (iii) is not refunded, canceled, disputed, or associated with promotional abuse.

Referral Fees will be calculated solely on the net subscription revenue actually received by Company from a Successful Referral during the first twelve (12) months of the Successful Referral’s paid subscription. “Net subscription revenue” means amounts actually collected by Company after deduction of all discounts, promotions, credits, chargebacks, reversals, refunds, or other reductions. Company may, in its sole discretion, exclude from Referral Fee eligibility any transactions that utilize excessive, unauthorized, or promotional discounts, or that otherwise result in materially reduced revenue to Company.

Unless otherwise agreed by the Parties in writing, Referral Fees shall only apply to the first twelve (12) months of subscription fees received from each Successful Referral, regardless of how long such customer remains a Replo customer thereafter. Referral Partners may contact Replo support within thirty (30) days of any payout if they believe there is an error or require clarification; after this period, payouts are deemed final.

Company reserves the right, in its sole discretion, to adjust, modify, or cancel payout percentages, tier thresholds, or the Program altogether. Company will provide notice of any such changes through the Replo dashboard and/or via email.

4. Payments

Payments in the Replo Partner Program are managed through Dub (dub.co), a third-party affiliate tracking and payout platform. Referral Partner must maintain an active Dub account with accurate and up-to-date payment information. Replo is not responsible for any delays, failures, or payment issues arising from inaccurate, incomplete, or outdated information maintained by Referral Partner within Dub. Referral Fees are calculated based on commissions earned during the previous month, subject to a thirty (30) day payout holding period on each individual commission. Each commission becomes eligible for payout only after the full thirty (30) day holding period has elapsed. The holding period applies to each commission separately, regardless of the date on which it was earned. The payout holding period is used to safeguard against refunds, chargebacks, cancellations, and fraudulent activity. Replo may delay or withhold payment for any commission associated with a refund, reversal, disputed charge, or suspected fraudulent activity. All payouts are made directly through the Dub dashboard via the payout method(s) supported by Dub. Referral Partner is responsible for setting up and maintaining an active payout method within Dub. Replo does not process payouts outside of Dub. Referral Partner must notify Replo of any payout dispute within thirty (30) days after the disputed payout date. After this window, payouts are deemed accurate and final. If a payout fails or is returned due to inaccurate or incomplete payment information, Replo has no obligation to reissue the payment until the Referral Partner corrects their Dub account information. Replo is not responsible for losses or delays related to Dub platform outages, errors, or third-party payment processors.

5. Relationship of the Parties

Referral Partner is an independent contractor of Company and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and Referral Partner for any purpose. Referral Partner has no authority (and shall not hold itself out as having authority) to bind Company and Referral Partner shall not make any agreements or representations on Company’s behalf. Each Party is solely responsible for paying all of its own costs and expenses related to this Agreement or any activities associated with the same.

6. Term

This Agreement shall commence upon the date that Referral Partner joins the Program and will continue until otherwise terminated by one of the Parties pursuant to paragraph 8 of the Agreement.

7. Confidentiality

During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party, including, but not limited to trade secrets and non-public industry knowledge (the “Confidential Information”). Each Party will not share any Confidential Information belong to the other Party with any third party at any time. Referral Partner will also not use any Company Confidential information for Referral Partner’s or a third party’s benefit at any time. This section remains in full force and effect even after termination of the Agreement.

8. Termination

This Agreement may be terminated at any time by: (a) either Party upon 7 days written notice to the other Party or (b) by Company immediately upon notice if Referral Partner breaches any provision of this Agreement. If Company terminates the Agreement, payment obligations of the Agreement for Successful Referrals shall survive for a period of one (1) month after termination of the Agreement; provided that Referral Partner is only entitled to Referral Fees for New Customers which it has referred to Company through a Successful Referral sent prior to the effective date of termination of the Agreement.

9. Representations and Warranties

Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe upon any third-party rights in its performance of its rights and obligations under this Agreement. Referral Partner further represents and warrants that:

1. it will comply with all laws, rules, and regulations;
2. it will conduct itself in an ethical manner
3. it shall not receive referral fees for referring itself, its own business entity, any entity under common ownership or control, or any entity in which referral partner or its owners, officers, employees, contractors, or immediate family members have a direct or indirect financial interest. Company reserves the right, in its sole discretion, to determine whether any Successful Referral is invalid due to related-party involvement;
4. it will not infringe or otherwise violate any third-party right;
5. its website will not be identical, copied in any way, nor will it mirror the look and feel of Company’s site. Referral Partner cannot in any way create an impression that its site is Company’s website or even mirror a part of Company’s website in any manner;
6. it will not engage in any behavior that is fraudulent, abusive or harmful to the Company site or Program at Company’s discretion;
7. it may not engage in cookie stuffing or include pop-ups or inaccurate or misleading links on your website. In addition, Referral Partner will not attempt to mask the referenced URL information (i.e., the page from which the click originated);
8. it will not use redirects to bounce a click from a domain that did not originate the click to make it appear as the click came from that domain. If Referral Partner is found redirecting links to hide or manipulate the original source, Referral Partner referral fees not yet paid by Company will be void and Referral Partner’s account may be terminated. This doesn’t include using “out” redirects from the same domain where the Referral Partner link is placed;
9. it will comply with all of the usage terms (including the “Site Rules”) set forth in the Company’s Website Terms of Service (the “TOS”), which can be found at https://replo.app/terms/, all of which are hereby incorporated into this Agreement by reference;
10. it must only use branded ad copy, content and media provided by Company. Any ad copy, content or media not provided by Company must be approved by Company prior to use.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REPLO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE PROGRAM OR ANY PRODUCT OR SERVICE PROVIDED BY REPLO. UNDER NO CIRCUMSTANCES WILL REPLO BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PROGRAM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL REPLO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $200.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY, OR GUARANTY, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PROGRAM PROVIDED OR OFFERED HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPENSATION OR ANY OTHER BENEFITS THAT REFERRAL PARTNER WILL RECEIVE. ALL OF COMPANY’S OBLIGATIONS ARE AS, AND ONLY AS, EXPRESSLY STATED IN THIS AGREEMENT. COMPANY HAS NO RESPONSIBILITY TO REFERRAL PARTNER IF REFERRALS DO NOT LEAD TO SUCCESSFUL REFERRALS.

12. FTC Endorsement Compliance

Replo requires all Referral Partners to comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Referral Partner’s materials (e.g. emails, websites, blogs) must clearly disclose the fact that you are receiving compensation for referred customers. Company reserves the right to withhold the Referral Fee and terminate the relationship if Referral Partner does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate. Replo reserves the right to permanently withhold the Referral Fees and terminate this agreement if we determine, in our sole discretion, that you do not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate.

13. No License Grant

Nothing in this Agreement shall be construed as granting Referral Partner, by implication, estoppel or otherwise, any license or other right under any intellectual property rights of the Company. EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, REFERRAL PARTNER SHALL NOT AND IS NOT PERMITTED TO (i) USE THE REPLO TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE REPLO IP”) (OR ANY MISSPELLINGS OR VARIATIONS THEREOF OR OTHER TERM OR TERMS SIMILAR TO ANY OF THE FOREGOING) WITHOUT REPLO'S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE REPLO IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), SEARCH TERMS, KEYWORDS, CODE, OR ADVERTISING; (iii) ACT IN ANY WAY THAT CAUSES OR COULD CAUSE, CREATES OR COULD CREATE AN “INITIAL INTEREST CONFUSION” OVER THE USE OF REPLO IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF REPLO IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF REPLO’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO THE CLAIMS FOR DAMAGES (INCLUDING POTENTIAL DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY REPLO’S LEGAL COSTS AND FEES IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH REPLO SEEKS TO IMPLEMENT ITS RIGHTS UNDER THIS AGREEMENT OR IN REGARD TO ANY OF REPLO'S INTELLECTUAL PROPERTY RIGHTS.

14. Pay-per-click (“PPC”) restrictions

Unless the Company first gives you written permission, you agree to abide by the following restrictions:

1. You may not bid on any of our restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.
2. “Restricted Terms” means any of the following terms: Replo, Alchemy Technologies Inc., replo.app, Replo coupon, Replo discount code, Replo discount, Replo promo code, Replo sale, Replo promo, Replo sales, Replo deals.
3. You may not use our restricted terms, including any changes or misspellings above, in sequence with any other keywords.
4. You may not use our restricted terms as your title, ad copy, display name or display URL. You may not use any of our trademark terms as part of a domain or subdomain for our website.
5. You cannot direct links from any PPC advertisement to the site or use redirects that get the same result. Customers should be directed to a genuine page on your website. You cannot bid for any search term in any auction-style PPC advertising program in any way that looks like us.
6. If you will automate your PPC campaigns, it is solely your responsibility to exclude the terms of your trademark from your marketing and related activities and we strongly suggest that you add our trademark terms as negative keywords.

15. Social Media Restrictions

When advertising or promoting the Program on Facebook, Twitter, Instagram, YouTube and other social media platforms, you indicate and warrant that you will comply with the following requirements:

1. You can only promote the Program and links on your social media page.
2. You are prohibited from posting your links on our Facebook, Twitter, Pinterest, or any other Company social media account or page in an effort to convert those links into Referral Partner sales.
3. You are prohibited from creating a social media account that includes our trademark in the page name and/or username.

16. Severability

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

17. Waiver

The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

18. Governing Law and Jurisdiction

You agree that: (i) the Program shall be deemed solely based in Ohio; and (ii) the Program shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Ohio. This Agreement shall be governed by the internal substantive laws of the State of Ohio, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidenced a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1- 16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in the County of Franklin, Ohio for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Intellectual Property Rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that County of Franklin, Ohio is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

19. Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Replo. For any dispute with Replo, you agree to first contact us at yuxin AT replo DOT app and attempt to resolve the dispute with us informally. In the unlikely event that Replo has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in the County of Franklin, Ohio, unless you and Replo agree otherwise. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Replo from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

20. No Class Action and Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PROGRAM AND ANY ASSOCIATED SERVICES AND PRODUCTS FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND REPLO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

21. Limitations

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

22. Assignment

Referral Partner shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Company may freely assign this Agreement.

23. Notice

Notice to Referral Partner may be given by a notification within the Payment Provider Portal and/or email to Referral Partner to the address provided to Company. Notice will be effective when given. Notice to Company may be given by email to Company at yuxin AT replo DOT app and will be effective when received.

24. Entire Agreement

The Parties acknowledge and agree that this Agreement (as supplemented by the TOS) represents the entire agreement between the Parties, and supersedes all prior agreements related to the Program or any other commission based program. Replo may amend this Agreement from time to time based on changes to the Program, in which case the new Agreement will supersede prior versions. Replo will notify Referral Partner of any material changes affecting its rights through a notification within the Payment Provider Portal and/or email referencing the latest version. The Parties may also document modifications to this Agreement by way of an amendment signed (in ink or electronically) by the Parties.