The following is a list of our complete terms and conditions that apply to all members of the Roller Partner Program “the Agreement”, as between Roller and the Partner (together, "the Parties"). Please read this agreement in its entirety.

By submitting the application form or linking to the Roller partner program website you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

Everyday language summaries are provided for your benefit and are not legally binding. Please read the “Partner Program Agreement” for the complete picture of your legal requirements. By using Roller or any Roller services, you are agreeing to these terms. Be sure to occasionally check back for updates.

 

1. Definitions

 

1.1. Acquisition

Shall mean a monetary transaction made by a Lead who opens a Roller account and conducts transactions on our platform.

1.2. Partner

Shall mean an entity that has agreed to the terms of the Partner Program herein to work with Roller to promote the Service by referring clients to Roller.

1.3. Creative

Shall mean any marketing and/or promotional materials relating to Roller and/or Roller brands that are promoted by Roller and Roller Related Entities as Roller deems necessary or appropriate.

1.4. Confidential Information

Shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or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.

1.5. The Service

Refers to the Roller software platform available via the Roller website and any associated websites including www.roller.softwarewww.rollerdigital.com, and any others.

1.6. Lead

Shall mean any unique user that has registered for a paid Roller account introduced by a Roller Partner that actively promoted the Platform. A Lead cannot be a store opened and/or owned by a Roller Partner and for which that partner seeks commissions or compensation pursuant to this Agreement.

1.7. Malware and Spyware

Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.8. Names and Trademarks

Refers to any names and/or trademarks or any other protected marks associated with the Roller service.

1.9. Opt-in List

Shall mean the list of emails where the individuals on the list have expressly elected to receive e-mails from Roller Partners.

1.10. Prospective Partners

Refers to any other marketing organizations and/or website owners and/or operators that may be potential partners of Roller.

1.11 App Developer

Shall mean a Roller Partner that develops applications using the Roller Application Programming Interface (“Roller API”) for distribution through the Roller App Store.

1.12 Roller Billing API

Refers to the billing program based on the Roller API that allows merchants and Partners to create and issue charges to customers as well as remit payment to Roller.

1.13. Related Entity[ies]

Shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Roller; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.14. Territory

Shall mean any area, location, territory or jurisdiction as defined by Roller from time to time and subject to the terms of use of the Roller Service.

1.15. Websites

Refers to any Roller account associated with websites that are managed by a Roller Partner that currently have or will have a marketing arrangement with Roller.

1.16. Term

“Lifetime” refers to the period of time the store is in existence, and/or the period of time the Roller Partner has a partner relationship with the store, and/or the period of time the Roller Partner has an active partner account.

 

2.0 Responsibilities of the Partner

2.1 Activities

The Roller Partner will use its best efforts to (a) promote and market Roller, and (b) identify for Roller prospective Leads. In no event shall Roller Partner engage in any marketing or promotional activity related to Roller in any area, location, territory or jurisdiction outside of the Territory as defined by Roller from time to time. Roller Partner shall bear all costs and expenses for such activities unless otherwise determined by Roller, in its sole discretion.

2.2. Creative

All Creative will be solely provided by Roller alone except where agreed to by Roller in writing in advance. Roller will provide Roller Partner with copies of or access to Creative. The Creative shall be accessible from Roller Partner Program website. The Creative is provided “as is” and without warranty of any kind.

2.3. Use of Creative

Roller Partner may display Creative on the Websites solely for the purpose of marketing and promoting Roller brands promoted by Roller and by Roller Related Entities during the term of this Agreement, or until such earlier time as Roller may, upon reasonable prior notice, instruct Roller Partner to cease displaying the Creative. Roller Partner may not alter, amend, adapt or translate the Creative without Roller's prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of Roller or any of Roller Related Entity. The Creative shall at all times be the sole and exclusive property of Roller and no rights of ownership shall at any time vest with the Roller Partner even in such instances where the partner has been authorized by Roller to make changes or modifications to the Creative.

2.4. E-Mail Internet Marketing

In no event shall a Roller Partner engage in any e-mail marketing or promotion with respect to Roller and/or any Roller Related Entity except as expressly set forth in this Agreement. In the event that Roller Partner has an Opt-in List, Roller Partner may make a written request to Roller to send e-mails regarding the offering of Roller and Roller Related Entities to the individuals on the Opt-in List. In the event Roller approves such request, Roller Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, Roller Partner shall (a) not send any e-mail regarding Roller and/or Roller Related Entities to any individual or entity that has not requested such information and (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding Roller, Roller Related Entities and/or the Roller platform.

2.5 Unauthorized & Prohibited Marketing Activities

In addition to the restrictions of Section 2.4 above, a Roller Partner shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Roller, Roller Related Entities and/or Roller; (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Roller, Roller Related Entities and/or Roller; (c) make any false, misleading or disparaging representations or statements with respect to Roller, Roller Related Entities or Roller; (d) misrepresent the Roller Partner’s affiliation with Roller; or (e) engage in any other practices which may affect adversely the credibility or reputation of Roller, Roller Related Entities or Roller, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

2.6 Prohibited Marketing Activities by a Partner

A Roller Partner shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Roller or Roller Technologies' trademarks and/or variations and misspellings thereof.

2.7. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Roller Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.8. Partner Duty to Inform

Roller Partner shall promptly inform Roller of any information known to Roller Partner related to any Leads or prospective partners that could reasonably lead to a claim, demand or liability of or against Roller and/or the Roller Related Entities by any third party.

 

3. Fees and payment

Roller Partner shall be entitled to receive the Fees as set forth below under “Roller Partner Commercial Terms” (the “Fees” and/or the “partner Fees”). The Fees shall be due on a periodic basis in accordance with the date of sign up to the Partner Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Roller reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for payments. Roller reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to Roller Partner. Roller shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a Roller Partner.

 

4. Termination

4.1. Termination

Roller may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Roller Partner.

Fraudulent or other unacceptable behaviour as defined by Roller can result in termination of partner/client relationship or termination of partner account entirely without notice to, or recourse for, the Roller Partner.

Roller Partner, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to Roller.

4.2. Consequences of Termination

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) Roller Partner shall immediately cease displaying any Creative on any Website or otherwise; and (c) all rights granted to Roller Partner hereunder will immediately cease.

 

5. Proprietary rights

5.1. Proprietary Rights of Roller

As between Roller Partner and Roller, the Creative, all demographic and other information relating to Leads, Prospective partners and partners, the Platforms 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 Roller or otherwise related to Roller, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Roller Property”) shall be and remain the sole and exclusive property of Roller. To the extent, if any, that ownership of any Roller Property does not automatically vest in Roller by virtue of this Agreement, or otherwise, Roller Partner hereby transfers and assigns to Roller, upon the creation thereof, all rights, title and interest Roller Partner may have in and to such Roller Property, including the right to sue and recover for past, present and future violations thereof.

5.2. Roller Trademarks

During the term of this Agreement, Roller hereby grants to Roller Partner a limited, revocable, non-exclusive and non-transferable license to display the Roller trademarks, solely as necessary to perform Roller Partner’s obligations under this Agreement. Roller Partner acknowledges and agrees that: (a) it will use the Roller trademark only as permitted hereunder; (b) it will use the Roller trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Roller; (c) the Roller trademark are and shall remain the sole property of Roller; (d) nothing in this Agreement shall confer in Roller Partner any right of ownership in the Roller trademark and all use thereof by Roller Partner shall inure to the benefit of Roller; and (e) Roller Partner shall not, now or in the future, contest the validity of any Roller trademarks or use any term or mark confusingly similar to any Roller Trademark.

 

6. Confidential

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall 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 (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) 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. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

 

7. Disclaimer of warranty

Roller makes no warranties hereunder, and Roller expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Roller further disclaims all representations and warranties, express or implied, that the platforms do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction, including, but not limited to, the territory. Roller Partner understands and agrees that the platforms may not satisfy all of the leads’ requirements and may not be uninterrupted or error-free.

 

8. Limitation of liability and indemnification

8.1. Limitation of Liability

Roller shall have no liability with respect to the platforms or its obligations under this agreement or otherwise for any indirect, consequential, exemplary, special, incidental or punitive damages even if Roller has been advised of the possibility of such damages. In any event, Roller’s liability to Roller Partner under this agreement for any reason will be limited to the amounts paid to Partner by Roller 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.

 

8.2 Indemnification

8.2.1. Roller Partner Indemnification.

Roller Partner agrees to indemnify, defend and hold harmless Roller and any Roller Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Roller Partner ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Roller Partner’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to Roller and Roller Related Entities granted by Roller Partner to any Lead, Prospective partner or other third party.

8.2.2. Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Roller Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Roller Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

 

9. Non-exclusive remedies

In the event (a) Roller Partner markets or promotes Roller and/or any Roller Related Entity that promotes the Roller platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Roller under this Agreement and under applicable law, Roller shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and Roller Partner ’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to Roller Partner hereunder and (iv) be indemnified for any losses, damages or liability incurred by Roller in connection with such violation, in accordance with the provisions of Section 8 above.

 

10. General provisions

10.1. 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 hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall 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.

10.3. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (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, to the respective addresses of the Parties as set forth on the Registration Page.

10.4. No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall 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 shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

10.5. Entire Agreement

This Agreement, including all Exhibits hereto, 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 as set forth herein. Neither Party shall 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 the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

10.6. Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Roller Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Roller’s prior written consent, to be given or withheld in Roller’s sole discretion.

10.7. Applicable Laws

This Agreement shall be governed, construed and enforced in accordance with the laws of the state of Victoria, Australia. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the state of Victoria, Australia, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

By marking the 'I have read and agree to the terms and conditions' checkbox, Roller Partner hereby fully agrees with all terms and provisions.

 

11. Roller Partner Commercial Terms

11.1. Revenue Sharing Plans

The “Reference Plan” is a revenue sharing plan applicable where a Roller Partner introduces Roller to a Lead. Under the Reference Plan, such Roller Partner is entitled to twenty percent (25%) of the total revenue received by Roller from such client, with Roller being entitled to the remaining eighty percent (75%).

11.2. Payment Under Plans

Roller will release the 25% revenues share from funds received by Roller to the Roller Partner at the end of every month. This payment will be made by direct bank transfer into the Roller Partner’s nominated bank account.

Notwithstanding the definition of Reference Plan in 11.1, Roller shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a Roller Partner.

Roller reserves the right to cancel or modify the Roller Partner Program Agreement in its entirety, including Fees & Payments and the Roller Partner Commercial Terms, upon 60 days’ notice to a Roller Partner.

11.3. Reporting and Audit

App Developers that do not utilize the Roller Billing API shall submit to Roller a report indicating total revenues per quarter, within 30 days following the end of the App Developer’s fiscal quarter.

Roller shall have the right to appoint an independent auditor approved by App Developer, such approval not to be unreasonably withheld, under appropriate non-disclosure conditions, to audit App Developer’s records to confirm App Developers’s compliance with this Agreement. Any independent auditor appointed by Roller shall provide 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 a report on any other failures by App Developer to fulfill its obligations under the Agreement. Prompt adjustment shall be made by the proper party to compensate for any overpayments or underpayments disclosed by any such audit. Roller shall bear all of the costs of any such audit, unless such audit reveals underpayment by more than five percent (5%) for the audited period, in which case, App Developer shall reimburse Roller for all of the reasonable costs of such audit. In addition to the foregoing audit rights, Roller shall also have the right to use the capabilities of the Service to confirm the number of Apps sold by the App Developer.

 

12. Use of API and App store

12.1 Use of API and App Store

Roller Partners are permitted to develop applications for Roller merchants using the Roller API (“Apps’”) to be distributed and/or sold in the Roller App Store or on a third-party website. Roller retains the right to remove an App from the Roller App Store at any time.

App Developers are prohibited from bypassing Roller API restrictions to automate administrative functions of the Roller dashboard.

12.2 Roller Trademarks

Notwithstanding section 5.2, App Developers shall not use any Roller trademark including the shopping bag logo, the mark “Roller,” or variation of the word “Roller,” in the name or design of an App unless granted express permission by Roller.

App Developers may refer to Roller and the Service in the promotion of the App for the sole purpose of letting customers know that the App is compatible with the Service.

12.3 Non-Solicitation of Reviews

App Developers are prohibited from soliciting reviews of an App on the Roller App Store by offering a financial incentive, access to App functionality, or any other benefit to an App customer in exchange for the review.

 

13. Additional considerations

As a courtesy please be advised that the Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As members of the Partner Program with Roller you receive compensation for the affiliate referrals you make to the company. This may establish a “material connection” according to FTC rules, which creates an obligation to provide disclosure to your consumers.

Full compliance with these guidelines requires that information be provided to your consumers clearly and conspicuously, outlining that you are being compensated for referring clients to Roller. For further information you may refer to the statement released by the FTC regarding these guidelines.

 

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