Partner agreement

Last updated: 23 September 2020

Hiplee Ltd, trading as Frankie (“Frankie” or “us”, “our”, “we”) provides an online solution which enables third party online merchants to provide personalization and recommendations to their customers (the “Product”, as defined below). This Partnership Agreement (the “Agreement”) governs our relationship with you: (a) a referral partner who refers Merchants to enroll to use Loox product and services (“Referral Partner” or “Party”); or Each will be referred to as a "Party" and together the "Parties".

You can become a recognised Frankie AI Partner and receive the benefits of the Frankie AI Partner Program (the Program).

By applying for registration into the Program you are accepting and agreeing to the terms and conditions set out in this Partner Agreement (Partner Agreement), as well as Frankie AI’s Terms of Use, as updated or amended from time to time in Frankie AI’s discretion (Frankie AI’s Terms of Use), which are incorporated into this Partner Agreement by reference.  

If you are entering this Agreement on behalf of a company or another legal entity ("Organization"), you represent that you have the authority to bind such entity and its affiliates to this Agreement.

Frankie AI may update or modify this Partner Agreement from time to time in its sole discretion. All updates and modifications to this Partner Agreement will be published on Frankie AI’s website, and notice of relevant material updates and modifications to this Partner Agreement will be communicated to you via email, at the email address on record.

Partnership Prerequisites

Prior to being accepted to the Program, you must:

 1. Fill out a Partner Application Form
 2. Commit to having at least one merchant that will install a Frankie AI service on their Ecommerce store within 90 days
 3. Have at least 1 staff member commit to completing Frankie AI advisor certification within 60 days(together, the Partnership Prerequisites).


Frankie AI will determine whether you are accepted to the Program once the Partnership Prerequisites above have been completed. Frankie AI reserves the right to accept or decline any organisation or individual as a Frankie AI Partner regardless of whether the Partnership Prerequisites have been met, for example if Frankie AI determines that you are likely to be unable to meet the Ongoing Requirements set out below.

Program Benefits

Once you have been accepted to, and as long as you remain part of the Program, you will receive access to the applicable Partner Benefits of the Program, as modified or updated by Frankie AI from time to time, at the specified status level, including:

   • One free subscription to each Frankie AI service for internal use by your business
   • Access to Partner-only information and support from a Frankie AI Account Manager.

Ongoing Obligations

To maintain status as a Frankie AI Partner, you agree to:

Duration of the Partner Agreement

This Partner Agreement is effective immediately upon you being accepted into the Program by Frankie AI, and remains in force until:

Tracking Partners Referrals

Frankie AI will assign the Partner a tracking code and Client discount code.

Installations of Frankie services that come from the Partner tracking code or that have Clients applying the Partners discount code to their Frankie AI installation, will automatically be assigned to the Partner. In the event that the partner believes clients are not correctly assigned or are missing from regular reports, they should contact their Frankie AI Account Manager.

Payment of Partner Benefits

Subject to the terms of this Agreement, Frankie AI shall pay the Partner the applicable Partner Benefits as set forth in the Partner Benefits. Payments of Partner Benefits are made quarterly and are accompanied by a report, in reasonable detail, showing the calculation of the Partner Benefits. Payments are typically made via Paypal. The Partner is solely responsible for remitting all taxes associated with any Partner Benefits paid to it under this Agreement. All disputes related to Partner Benefits must be submitted, in writing, to Frankie AI within thirty (30) days of release of payment and provide reasonable details to review the dispute.

Partner Status

Partner status is determined in accordance with the Partner Points Scheme in place from time to time. More information regarding the Partner Points Scheme is set out in the partner points guide. For the avoidance of doubt, any determinations by Frankie AI on matters relating to the Partner Points Scheme (including status level and the operation of the points system) will be final.

Partner Points

Your partner status is determined in accordance with the Partner Points Guide. When you and your clients use Frankie products, you receive points that help increase your partner status and rewards. This guide has been developed to give an overview of how you can earn points in the Frankie AI Partner Program.

Earn points for every client

How to earn points:


How to earn points:

Relationship of parties

No agency, partnership, joint venture or employment is created between Frankie AI and you as a result of this Partner Agreement. You are not authorised to create any obligation, express or implied, on behalf of Frankie AI.

Applicability of Frankie AI’s Terms of Use

This Partner Agreement applies in addition to, and should be read in conjunction with, Frankie AI’s Terms of Use, which are incorporated in this Partner Agreement by reference to the extent applicable and which govern matters in relation to your dealings with Frankie AI, including limitations on liability, indemnification, intellectual property, and governing law.

In the event of any inconsistency between this Partner Agreement and Frankie AI’s Terms of Use, Frankie AI’s Terms of Use will take priority.

Indemnity

You agree to indemnify Frankie AI against any and all claims, costs, damages and/or loss that Frankie AI may sustain or incur, as a result of any claim by a third party, including your clients and any Frankie AI users, arising from: (a) your acts or omissions including, but not limited to, your provision of professional services, implementation support, or other products or services, (b) your breach of this Partner Agreement.

Commission Schedule

Eligibility. Partner is entitled to the Commissions only after all of the following events have occurred:

The Closed Referral in question is an Active Shopify Store. An “Active Shopify Store” means a store on the Shopify platform that meets all of the following criteria: (a) Has installed a Frankie AI app through the Partner’s unique promo code and it is currently installed; (b) Its current status on Shopify is not “Frozen” or “Cancelled” and on the Dashboard is “Active”; and the Closed Referral has completed both its Shopify trial and the Frankie trial period.

Duration.Partner is entitled to the Commissions for the full period the Shopify store is active and has Frankie installed unless otherwise agreed in writing between the parties.

Time of payment. On a monthly basis, within 30 days after the Closed Referral’s payout was received by Frankie through the Shopify monthly payout report.

Rate. The Commission is 20% of the Net Revenues, unless otherwise agreed in writing between the parties.

Payment method. All payments to Partner of applicable Commissions under this Agreement will be paid through PayPal.

Definitions

“Closed Referral” means a Referred Merchant which Frankie has signed an agreement for the provision of the Product (whether by a Referral Partner or Tech Partner) and which, at the time of the referral, the Referred Merchant is not already in contractual relations or ongoing negotiations with Frankie.

“Commission” means referral fee as a percentage of the Net Revenues.

“Commission Schedule” means the particulars of the Commission specified in the schedule of this Agreement.

“Net Revenues” mean the gross amounts actually collected by Frankie from a Closed Referral through the Shopify monthly payout report, minus any sales, use or other taxes and governmental or regulatory fees, bad debt, chargebacks, refunds or credits.

“Merchant” means a business or organization who operates an online store.

“MNDA” means the mutual NDA attached as an Appendix hereto.

“Product” means: (a) Frankie’s online personalization platform and other apps which enables third party online merchants to present recommendations and other services to their customers, and (b) any documentation and written materials associated with (a).

“Referred Merchant” means a Merchant that has engaged with Frankie via a Referral Partner-unique promo code designated by Frankie.

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