OpenStore Partner Terms
General
These OpenStore Partner Terms apply to the relationship between you and Miami Labs, Inc. (d/b/a OpenStore). If you are agreeing to this agreement not as an individual but on behalf of your company, then "you" means your company, and you are binding your company to these partner terms.
In this document, the words
“Fees” means the Offer Fee and Close Fee, as applicable.
“Merchant” means a third-party user of the Service referred to OpenStore by you.
“Qualifying Merchant” means any Merchant referred to us by you that:
- has an active Shopify store;
- has at least $500,000 in trailing twelve months’ revenue from Shopify sales;
- originates at least 70% of its total sales from its Shopify storefront;
and
- is not an entity owned or controlled by you..“Posts” means any stories, posts, blog entries, or other social media items posted to your social media accounts or websites in promotion of OpenStore or the Service.
“Service” means https://open.store and any OpenStore software application.
“Valuation” means, with respect to the acquisition of a Qualifying Merchant, the price actually paid by OpenStore to acquire such Qualifying Merchant, less the value of such Qualifying Merchant’s inventory, as determined by OpenStore.
“we", "our", "us” and "OpenStore" refers to Miami Labs, Inc. (d/b/a OpenStore), the operator of the Service.
These OpenStore Partner Terms should be read in conjunction with the Terms of Service and Privacy Notice (collectively, this ‘Agreement’), which are available at https://open.store/terms and https://open.store/privacy
By using or accessing the Services, you ("you") agree to all the terms and conditions of this Agreement, and if you do not agree to all the terms and conditions of this Agreement you should not and are not permitted to use the Services.
OpenStore Terms of Use
All use of the Service by Merchants is subject to the OpenStore Terms of Service, and you may not purport to impose any other terms pertaining to their use of the Service.
You agree to immediately notify us of any known or suspected breach of the OpenStore Terms of Service or other unauthorized use of the services and to assist us in the enforcement of the terms of the OpenStore Terms of Service.
Identification as Affiliate.
Subject to this Agreement, you are permitted to identify yourself as an OpenStore "affiliate" solely in connection with your promotion of the Services. You may not use any OpenStore trademark, logo or service mark without prior written permission.
Affiliate Obligations
Compliance with Laws. In addition to, and without limiting the provisions of this Agreement, you will perform your obligations in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
Duty to Inform. You shall promptly inform OpenStore of any information known to you that could reasonably lead to a claim, demand or liability of or against OpenStore by any third party.
Duty to Disclose. If you are acting as an agent on behalf of a Merchant, then you will disclose to such Merchant the fees that you are entitled to receive from OpenStore in accordance with this Agreement that are associated with the Merchant.
Referral Fees
Should OpenStore extend an offer, in its sole discretion, to acquire or manage a Qualifying Merchant, by default no fee shall be earned, provided however, that an authorized representative of OpenStore may agree in writing (via e-mail or via the partner portal) to a unique fee amount or percentage (the “Offer Fee”). If applicable, OpenStore will notify you via email after an offer has been extended.
Should OpenStore (i) close an acquisition of a Qualifying Merchant, OpenStore will pay you a referral fee calculated by multiplying the applicable Valuation by 2% (ii) sign a definitive agreement to provide management services to a Qualifying Merchant, OpenStore will pay you a referral fee calculated by multiplying the sum of the first 12 months’ profit share payments by 1% (in each case, the “Close Fee”), provided however, that an authorized representative of OpenStore may agree in writing (via e-mail or via the partner portal) to a unique Close Fee amount or percentage. If applicable, OpenStore will notify you via email after a closing has occurred or management services have commenced.
OpenStore will make commercially reasonable efforts to pay you an earned Fee within 30 days of OpenStore’s extension of the offer, closing of the acquisition or execution of a definitive agreement to provide management services, as applicable. Payments will be made via PayPal, which may require additional input from you. OpenStore may use alternative forms of payment in its sole discretion. You agree to promptly provide any requested payment information, or risk forfeiting the Fee.
OpenStore will provide you with a unique UTM link which you may provide to Merchants or include in the Posts for more accurate attribution.
Notwithstanding anything to the contrary in this Agreement, OpenStore shall not be responsible to pay any Fees:
for a Merchant created or owned in whole or in part by a you;
to anyone who is employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).
If any Fees paid by OpenStore are subsequently discovered to be subject to one or more of the exclusions set out in clause or to have been paid in error, OpenStore shall have the right, at its sole discretion, to:
reclaim any Fees paid to you in error; or
set off the amounts described from payments due to you for future earned and accrued Fees. If the Agreement is terminated before such amounts are fully repaid by you to OpenStore, you shall pay to OpenStore the remaining balance within 30 days of the effective date of termination of the Agreement.
OpenStore reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to you. Such notice will be provided by email, posted on the OpenStore blog or via notice to you in the OpenStore partner portal. In the event of any disputes over Fees, OpenStore’s determination will be final and binding.
Referral attribution will be determined in OpenStore’s sole discretion.
Termination
This Agreement is effective as of the Effective Date and will remain in effect for 12 months or until terminated by either party. Sections 6, 9 and 10 will survive the termination of this Agreement.
Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
OpenStore reserves the right to cancel or modify this Agreement in its entirety, including Fees, at any time. If a significant change is made to this Agreement, including any material change to Fees, OpenStore will provide reasonable notice by email.
Upon termination of this Agreement: (a) you shall immediately cease displaying any OpenStore creative and/or any OpenStore trademarks on any website or otherwise; and (b) all rights granted to you hereunder will immediately cease, including but not limited to the right of you to receive any payments of Fees.
OpenStore may, in its absolute discretion, refuse service to any person or entity.
Without limiting any other clause of this Agreement, OpenStore may, without notice to you and in OpenStore’s sole discretion issue you a warning, restrict your activities on the Service, temporarily suspend, indefinitely suspend refuse to provide services to you if:
you have, or OpenStore believes that you have, breached this Agreement;
OpenStore is unable to verify or authenticate any information you have provided;
OpenStore believes that your actions may cause loss or damage to or otherwise unlawfully harm you, OpenStore’s users, third parties or OpenStore, related parties or affiliates and its directors, employees or agents; or
if OpenStore reasonably believes you have acted in a way that is misleading, inappropriate or of an offensive nature.
Privacy
Any information you provide to us, either intentionally or incidentally is subject to our Privacy Notice available at https://open.store/privacy, which governs our collection and use of your information. You agree that you consent to the collection and use (as set forth in the Privacy Notice) of this information.
Indemnities
You agree to indemnify, defend and hold harmless OpenStore and any OpenStore directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “Claims”), to the extent that such Claim is based upon or arises out of:
your breach of any representation, warranty, obligation or covenant under this Agreement;
your gross negligence or wilful misconduct;
any warranty, condition, representation, indemnity or guarantee relating to OpenStore granted by you to any third party;
your breach of any term of this Agreement (including any documents it incorporates by reference) or the OpenStore Terms of Service; or
your relationship with any Merchant.
Intellectual Property
In this clause, “Content” means a registered or unregistered trade mark or creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Service.
We grant to you a non-exclusive, non-transferable license to use any Content that is made available to you on the Service and marked explicitly for your use, and may be used only for the promotion or marketing of OpenStore and the Services, and for no other purpose.
Subject to the terms and conditions of this Agreement, you hereby grant to OpenStore a one-year, non-exclusive, non-transferable, irrevocable, worldwide, royalty-free license, to use, modify, store, display, edit the Posts for OpenStore’s general marketing purposes. OpenStore acknowledges and agrees that you own the Posts and that any and all goodwill that is created by or that results from OpenStore’s use of the Posts inures solely to your benefit. In addition, OpenStore shall be permitted to post, link-to, “whitelist,” re-post, and otherwise promote the Posts on any webpages/social media platforms controlled by OpenStore and otherwise via paid online/publicity media.
In the Posts, you shall stay on message with any key approved messages as prepared with OpenStore per this Agreement. You shall promptly edit/remove/delete any Posts upon OpenStore’s reasonable written request. The Posts and any content that is adjacent to or envelops the Posts in the same video, reel, post, story or similar shall not (a) reference or depict any celebrity; (b) disparage OpenStore or its competitors; (c) depict nudity or lewd content of any sort; (d) incite, advocate, or express pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence, or include any other offensive content; (e) promote excessive consumption of alcohol beverages or promote any illegal drug use; or (f) misrepresent the source of anything in the Post, including impersonation of another individual or entity.
General
This Agreement will not be interpreted or construed as creating or evidencing any association, joint venture, or partnership between the parties or as imposing any partnership obligation or liability upon any party. By entering into this Agreement you acknowledge you have no conflicts of interests that would prevent you from fulfilling your obligations.
Each party hereto will be responsible for any taxes due on any payments made or received under this Agreement, other than taxes based on such party’s net income.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the state of Florida without reference to its conflict of law rules. Each party hereto consents to the exclusive jurisdiction of the federal and state courts located in Miami Dade County, Florida, and waives any arguments concerning venue and the convenience of the forum.
This Agreement constitutes the entire agreement, and supersedes any and all prior agreements, between OpenStore and you related to the subject matter hereof.
This Agreement is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party.
If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.