By signing up for the Partner Program, you are agreeing to be bound by the following Partner Program Agreement (the "Agreement"). The Agreement is between you, as Partner, and Dinlr ("Dinlr") (together, the "Parties", and each a "Party"). You can review the current version of the Agreement at any time at dinlr.com/us/partner-program-agreement. Dinlr reserves the right to update and change the Agreement by posting updates and changes here: dinlr.com/us/partner-program-agreement. If a significant change is made, we will provide reasonable notice by email, posting a notice on the in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
You must read, agree with and accept all of the terms and conditions contained in this Agreement, Dinlr’s Privacy Policy, Dinlr’s Terms of Service, and Dinlr's Merchant Agreement before you may become a Partner. For the purposes of the Partner Program and this Agreement, all references to "Account" and "Services" in Dinlr’s Privacy Policy, Dinlr’s Terms of Service, and Dinlr's Merchant Agreement will be deemed to refer to "Partner Account" and "Services or Partner’s participation in the Partner Program", respectively. Some types of Dinlr Partner Program activities may require that you agree to additional terms ("Additional Terms"). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.
Partner Responsibilities
Partner shall bear all costs and expenses related to Partner’s marketing or promotion of Dinlr or any Dinlr Related Entity, and, as applicable, Partner’s Applications, Themes, Channel Platform, or Partner’s other products or services associated with Partner’s participation in the Partner Program (Collectively, "Partner Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined by Dinlr in its sole discretion.
Without limiting the generality of the foregoing, Partner shall (i) not send any email regarding Dinlr and/or Dinlr Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and "unsubscribe" information at the top and bottom of any email regarding Dinlr, Dinlr Related Entities, the Service and/or the Dinlr platform; and (iii) not imply that such emails are being sent on behalf of Dinlr or Dinlr Related Entities.
A Partner shall not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Dinlr and/or Dinlr Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Dinlr and/or Dinlr Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to Dinlr and/or Dinlr Related Entities; (iv) solicit Merchants to leave the Dinlr Service; (v) copy, resemble or mirror the look and feel of Dinlr’s websites, Dinlr Trademarks or Services or otherwise misrepresent Partner’s affiliation with Dinlr and/or Dinlr Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Dinlr and/or Dinlr Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Dinlr or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.
In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
Partner shall promptly inform Dinlr of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Dinlr and/or the Dinlr Related Entities by any third party.
If Partner is acting as an agent on behalf of a Merchant, then Partner shall disclose to the Merchant any Fees that Partner is entitled to receive from Dinlr in accordance with this Agreement that are associated with such Merchant.
Other Partner Terms
If the Partner is an individual, the Partner must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides.
To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Dinlr may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Dinlr will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Dinlr cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
If you sign up for a Partner Account on behalf of your employer, your employer shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
Partner acknowledges and agrees that Dinlr may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Dinlr’s website, available at dinlr.com/us/partner-program-agreement and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Dinlr will provide reasonable notice by email, posting a notice in the Partner Dashboard. Partner’s continued participation in the Dinlr Partner Program after the amended Partner Program Agreement is posted to Dinlr’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Dinlr Partner Program.
Partner acknowledges and agrees that Partner’s participation in the Dinlr Partner Program, including information transmitted to or stored by Dinlr, is governed by the Dinlr Privacy Policy found at dinlr.com/us/privacy.
Other than the limited license to use the Dinlr Trademarks pursuant of this Agreement, Partner shall not use the Dinlr Trademarks and/or Dinlr Related Entities’ names or trademarks (meaning any names and/or trademarks or any other protected marks associated with the Dinlr Service or the Dinlr Related Entities) and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains and sub-domains).
Partner shall not purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Dinlr Trademarks and/or the names or trademarks of any Dinlr Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Dinlr Trademarks or the names or trademarks of any Dinlr Related Entity.
Termination
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.
Fraudulent or other unacceptable behaviour by Partner, including breach of the Terms of Service, as determined by Dinlr in its sole discretion, may result in one or more of the following actions being taken by Dinlr: (a) termination of Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
Dinlr reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Dinlr will provide reasonable notice by email, posting a notice in the Partner Dashboard.
Consequences of Termination
Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Dinlr Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Dinlr Creative and/or any Dinlr Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, Dinlr Open API, or to receive any payments of Fees hereunder, unless otherwise determined by Dinlr in its sole discretion.
Intellectual Property Rights
All Dinlr Creative will be solely created and provided by Dinlr unless otherwise agreed to by Dinlr in writing in advance. Dinlr will provide Partner with copies of or access to Dinlr Creative. The Dinlr Creative may also be accessible from the Partner Program website and the Dinlr brand guidelines ("Dinlr Trademark Usage Guidelines"). By using the Dinlr Creative, you indicate your acceptance of our Dinlr Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license and/or permission to use the Dinlr Creative. The Dinlr Creative is provided "as is" and without warranty of any kind.
Partner may display Dinlr Creative on the Websites solely for the purpose of marketing and promoting the Service and any Dinlr brands permitted by Dinlr and by Dinlr Related Entities during the term of this Agreement, or until such time as Dinlr may, upon reasonable prior notice, instruct Partner to cease displaying the Dinlr Creative. Partner may not alter, amend, adapt or translate the Dinlr Creative without Dinlr’s prior written consent. Nothing contained in any Dinlr Creative shall in any way be deemed a representation or warranty of Dinlr or of any of Dinlr Related Entity. The Dinlr Creative shall at all times be the sole and exclusive property of Dinlr and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Dinlr to make changes or modifications to the Dinlr Creative.
During the term of this Agreement, Dinlr hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Dinlr Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Dinlr’s Trademarks only as permitted hereunder; (b) it will use the Dinlr Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Dinlr in writing from time to time, including but not limited to the Dinlr Trademark Usage Guidelines; (c) the Dinlr Trademarks are and shall remain the sole property of Dinlr; (d) nothing in this Agreement shall confer in Partner any right of ownership in the Dinlr Trademarks and all use thereof by Partner shall inure to the benefit of Dinlr; and (e) Partner shall not, now or in the future, apply for or contest the validity of any Dinlr Trademarks; and (f) Partner shall not, now or in the future, apply for or use any term or mark confusingly similar to any Dinlr Trademarks.
Partners shall not use any Dinlr Trademark including but not limited to the d alphabet with a fork logo offset or the word mark DINLR or variations of the word "Dinlr" in Partner’s business name, logo, products or services, including without limitation, the name or design of any Application or Theme, unless granted express written permission by Dinlr in advance of such use.
As between Partner and Dinlr, the Dinlr Creative, Dinlr Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the Dinlr Open API, Merchant Data, 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 Dinlr and/or Dinlr Related Entities or otherwise related to the Service, Dinlr Partner Program, Dinlr and/or Dinlr Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Dinlr Property") shall be and remain the sole and exclusive property of Dinlr. To the extent, if any, that ownership of any Dinlr Property does not automatically vest in Dinlr by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Dinlr, upon the creation thereof, all rights, title and interest Partner may have in and to such Dinlr Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
Confidentiality
"Confidential Information" shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, 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. For the avoidance of doubt, as between Dinlr and Partner, Merchant Data and Customer Data is the Confidential Information of Dinlr.
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. 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 (i) 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, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) 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, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
Disclaimer of warranty
The Dinlr Partner Program, the Service, the Dinlr Trademarks, the Dinlr Creative, and the Dinlr Open API are provided "as-is". Dinlr makes no warranties hereunder, and Dinlr 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, Dinlr further disclaims all representations and warranties, express or implied, that the Service, the Dinlr Open API, the Dinlr Trademarks, or the Dinlr Creative satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.
Limitation of Liability and Indemnification
Dinlr shall have no liability with respect to the Dinlr Partner Program, the Service, the Dinlr Open API, the Dinlr Trademarks, the Dinlr Creative or Dinlr’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Dinlr Open API, the Dinlr Trademarks, the Dinlr Creative, or Partner’s participation or inability to participate in the Dinlr Partner Program even if Dinlr has been advised of the possibility of such damages. In any event, Dinlr’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Dinlr 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. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and Dinlr is not obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances shall Dinlr be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations shall apply even if Dinlr has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
Partner agrees to indemnify, defend and hold harmless Dinlr and any Dinlr Related Entities and the 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: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Dinlr and Dinlr Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the Dinlr Open API; (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application, Theme, or Channel Platform infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Theme or Channel Platform; and (h) Partner’s relationship with any Merchant.
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
In the event of any breach or threatened breach by Partner of any provision above, in addition to all other rights and remedies available to Dinlr under this Agreement and under applicable law, Dinlr shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Dinlr in connection with such violation, in accordance with the provisions of this Section 8.
General provisions
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), labour 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.
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 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.
Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
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 email to Partner’s email address listed in the Partner Account, and to [email protected]; (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 address provided in the Partner Account, and for Dinlr to 10 Kaki Bukit Ave 4, #05-73, Singapore, Singapore 415874, Attention: Legal Department.
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.
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, 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 (including, but not limited to, any prior version of this Agreement). 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.
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, permitted assigns and legal representatives. Dinlr shall be permitted to assign this agreement without notice to or consent from Partner. 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 Dinlr’s prior written consent, to be given or withheld in Dinlr’s sole discretion.
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore with respect to any dispute or claim arising out of or in connection with this Agreement.
Partner and its affiliates covenant not to assert patent infringement claims against Dinlr, Dinlr Related Entities, or Dinlr products and services.
If Partner provides any feedback (including identifying potential errors and improvements) to Dinlr concerning the Partner Program, the Dinlr Open API, the Dinlr Creative or any aspects of the Service ("Feedback"), Partner hereby assigns to Dinlr all right, title, and interest in and to the Feedback, and Dinlr is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, Dinlr Open API, the Dinlr Creative and/or the Service and to create other products and services. Dinlr will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.
From time to time, Dinlr may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Merchants ("Beta Services"). Beta Services may be subject to additional terms and conditions, which Dinlr will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Dinlr and subject to the confidentiality provisions of this Agreement. Dinlr makes no representations or warranties that the Beta Services will function. Dinlr may discontinue the Beta Services at any time in its sole discretion. Dinlr will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.
If Partner has access to Merchant Data, Partner: (i) shall only use or store such information for the purpose of providing the Partner’s services to the Merchant to whom the Merchant Data relates, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) shall not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) shall only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Merchant Data relates; (iv) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) shall notify Dinlr of any actual or suspected breach or compromise of Merchant Data (a "Data Breach") within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Dinlr, the Dinlr Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to Dinlr and cooperate to provide Dinlr with any additional requested information in a timely manner.
