This agreement (hereinafter referred to as "the Agreement") governs the rules and conditions for participation in the "ECPower Partner Program" (hereinafter referred to as "the Program"), provided by ECPower Inc. (hereinafter referred to as "ECPower") in relation to the "ECPower" service (hereinafter referred to as "the Service") provided by ECPower, between ECPower and the partners participating in the Program (hereinafter referred to as "Partner").
The Agreement becomes effective at the time of receiving acceptance for the Program from ECPower.
Article 1 (Definitions)
1.1 "This Agreement" means the agreement entered into between ECPower and the Partner, concerning the provision of the Program, based on this Agreement.
1.2 "Partner" means to the individual or entity approved by ECPower to become a Partner, as stipulated in Article 2.
1.3 "The Service" means the "ECPower" service provided by ECPower.
1.4 "Paid Service" means the Services provided under a paid plan, among the Services provided by ECPower.
1.5 "Account" means an account for the Service.
1.6 "Paid Account" means an account that uses the Service under a paid plan.
1.7 "Customer" means an entity or individual who actually uses the Service. However, Customers are distinguished separately on a per-Account basis for which the Service usage fee is applied. For example, if the same entity or individual uses the Service with multiple Accounts, they are interpreted as separate Customers in this Agreement.
1.8 "Service Materials" means the explanatory and marketing materials for the Service provided by ECPower to the Partner in relation to this Agreement.
1.9 "Sales Lead" means a potential Customer for the Paid Service presented to ECPower from the Partner in a way designated by ECPower.
1.10 "Customer Referral Activities" means the activities conducted by the Partner, including marketing and promotion of the Service, explaining the procedure and method for starting to use the Service, and providing Sales Lead information to ECPower.
1.11 "Referral Partner" means a type of Partner defined in the Program, having the authority to conduct Customer Referral Activities.
1.12 "Customer Support Activities" means the support, consulting, or advisory activities conducted by the Partner, whether for free or for a fee, for Customers using the Paid Service.
1.13 "Success Partner" means a type of Partner defined in the Program, having the authority to conduct both Customer Referral Activities and Customer Support Activities.
1.14 "Managed Account" means a Paid Account for which the Partner is conducting Customer Support Activities.
Article 2 (Application and Acceptance for the Program)
2.1 To become a Partner, you must agree to this Agreement and ECPower's Privacy Policy and apply in the manner specified by ECPower. By applying, you agree to provide true, accurate, current, and complete information.
2.2 ECPower will review applications based on the appropriateness of participation in the Program. If ECPower accepts the application, you become a Partner from the moment of acceptance. However, ECPower will not accept the application in the following cases:
(1) If there are any falsehoods, mistakes, or omissions in part or all of the information provided at the time of application.
(2) If the applicant is in violation of, or likely to violate, the provisions of this Agreement.
(3) If ECPower judges that application is not appropriate for any other reason.
2.3 ECPower is not obliged to disclose the reason to the applicant when it does not accept as mentioned in the previous clause.
Article 3 (Content of the Program)
3.1 "Referral Partners" shall carry out marketing and promotion of the Service, explain the procedure and method for starting to use the Service, and provide Sales Lead information to ECPower (hereinafter referred to as "Customer Referral Activities").
3.2 "Success Partners" shall continuously carry out support, consulting, or advisory (hereinafter referred to as "Customer Support Activities") for Customers using the Paid Service, as well as Customer Referral Activities.
3.3 ECPower will make good faith efforts to provide training on Customer Referral Activities to Partners upon their reasonable request, and to provide training on Customer Support Activities to Success Partners.
3.4 ECPower may provide a demo account to the Partner. The Partner agrees to comply with the ECPower Terms of Use with regard to the use of the demo account. The purpose of the Partner's use of the demo account is limited to learning how to use the Service and conducting demos, and it is not permitted to be used for any other purpose. The demo account cannot be used for leasing, distribution, licensing, sale, or any other commercial purposes. ECPower reserves the right to suspend, change, or terminate the demo account at any time without prior notice to the Partner.
3.5 The Partner agrees to hold at least one meeting per quarter to discuss the status of the relationship under this Agreement, at the request of ECPower.
Article 4 (Scope of Authority and Restrictions on Customer Referral Activities)
4.1 The authority of the Partner in Customer Referral Activities shall be as specified in this Agreement, including carrying out marketing and promotion of the Service, explaining the procedure to start using the Service and the method of use, and providing information on sales leads to ECPower.
4.2 The Partner agrees that when the Customer uses the Service, ECPower will contract directly with the Customer and provide the Service.
4.3 The Partner shall not sell, resell, distribute, license, or sublicense the Service directly to the sales leads.
4.4 The Partner shall not carry out Customer Referral Activities with false content that does not match the information in the Service materials and the information posted in the Service, or that may cause misunderstanding.
4.5 The Partner shall not carry out Customer Referral Activities that may damage ECPower's social reputation, trust, reputation, or benefits.
4.6 The Partner does not have the authority to negotiate contracts on behalf of ECPower, or bind ECPower to any contracts, representations, or understandings about ECPower or the Service.
Article 5 (Eligibility Requirements for Customer Referral Activities)
5.1 The Partner must apply for Sales Leads in the manner designated by ECPower.
5.2 ECPower will review the application content of the Sales Lead for its validity and notify the partner of acceptance or denial.
5.3 ECPower will normally accept applications that it reasonably determines meet the following requirements:
(1) An ID identifying the Partner as the referrer has been submitted from the Sales Lead.
(2) The application date by the Partner is within thirty (30) days from the creation of the Sales Lead's Account. However, it is not necessary for the Account to be Paid at the time of application.
5.4 The validity period of the Sales Lead is ninety (90) days from the application date. Sales Leads that start using the Paid Service within the validity period will be regarded as Paid Accounts that meet the eligibility for the Referral Fee stipulated in Article 8.
5.5 If the applied Sales Lead does not start using the Paid Service by the end of the validity period, the Partner will lose the right to receive the Referral Fee related to the Sales Lead.
Article 6 (Scope of Authority and Restrictions on Customer Support Activities)
6.1 The Partner agrees that when the Customer uses the Service, ECPower will contract directly with the Customer and provide the Service.
6.2 ECPower grants the Partner the authority to enter into any contract with the Customer regarding the provision of Customer Support Activities for the Service, or advisory, consulting including these. However, ECPower does not assume any responsibility for any contract between the Partner and the Customer.
6.3 The Partner shall not carry out Customer Support Activities that may harm ECPower's social reputation, trust, reputation, or benefits.
6.4 The Partner does not have the authority to negotiate contracts on behalf of ECPower, or bind ECPower to any contracts, representations, or understandings about ECPower or the Service.
Article 7 (Eligibility Requirements for Customer Support Activities)
7.1 The Partner must apply for the Accounts to be the target of Customer Support Activities in the manner designated by ECPower.
7.2 ECPower will review the application content for its validity and notify the Partner of acceptance or denial.
7.3 ECPower will normally accept applications that it reasonably determines meet the following requirements:
(1) At the time of application, the Managed Account is a Paid Account.
(2) An ID identifying the Partner as the executor of Customer Support Activities has been submitted from the target Account.
(3) At the time of application, it is not a Managed Account of another Partner.
7.4 The Managed Account is valid indefinitely as long as the Partner continues the Customer Support Activities and expires when the Customer Support Activities end, or when the Account stops using the Paid Service. Continuing Customer Support Activities means that support related to the use of the Service is provided to the Customer at least once a quarter.
7.5 A Managed Account during the valid period will be regarded as a Paid Account that meets the eligibility for the Managed Account Management Fee stipulated in Article 8.
7.6 The Partner shall promptly report to ECPower in the manner designated by ECPower when the Customer Support Activities for the Managed Account end.
Article 8 (Fees and Payment)
8.1 Referral Fees. In accordance with the terms of this Agreement, for Paid Accounts that meet the eligibility requirements, ECPower will pay Partners a Referral Fee for their Customer Referral Activities. The Referral Fee will be paid within forty-five (45) days after the end of each calendar year. ECPower will provide a breakdown of the Referral Fees for each Paid Account when making payment.
8.2 Managed Account Management Fees. In accordance with the terms of this Agreement, for Paid Accounts that meet the eligibility requirements, ECPower will pay Partners a Managed Account Management Fee for their Customer Support Activities. The Managed Account Management Fee will be paid within forty-five (45) days after the end of each calendar year. ECPower will provide a breakdown of the Managed Account Management Fees for each Paid Account when making payment.
8.3 The calculation method for Referral Fees and Managed Account Management Fees is a revenue share based on a percentage of the net revenue from Paid Accounts, excluding platform usage fees and other charges. Platform usage fees and other charges refer to the fees and reserves of the platform ECPower use for service sales, consumption tax, value-added tax, and all other applicable taxes on the usage fees for the account.
8.4 The detailed calculation method, percentage, and applicable period are as described in Schedule 1.
8.5 ECPower reserves the right to change the calculation method, percentage, and applicable period at ECPower’s discretion, with reasonable prior notice to the Partner. Changes will be notified to the partner via email. The Referral Fee will continue to apply the calculation method, percentage, and applicable period in place at the time the Sales Lead application for the Account was accepted, except for changes due to reasonable reasons not attributable to ECPower. The Managed Account Management Fee will apply the new calculation method, percentage, and applicable period from the month following the change.
8.6 Payments will be made in US dollars. All taxes applicable to the fees paid under this Agreement shall be borne by the Partner.
Article 9 (Intellectual Property Rights, etc.)
9.1 All patents, utility model rights, design rights, trademark rights, copyrights, and any other intellectual property rights (hereinafter referred to as "Intellectual Property Rights, etc.") related to the Services belong to ECPower and legitimate right holders who are third parties, and no rights are transferred to the Partner under this Agreement.
9.2 ECPower owns all ownership and Intellectual Property Rights, etc. in ECPower’s trademarks, service marks, and logos. During the term of this Agreement, the Partner may use ECPower’s trademarks, service marks, and logos subject to the usage requirements stipulated in this Article.
9.3 The Partner grants ECPower a non-exclusive, non-transferable, royalty-free right to use and display their trademarks, service marks, and logos in connection with the Program.
9.4 During the term of this Agreement, ECPower may provide Service Materials to the Partner. ECPower grants the Partner a non-exclusive, non-transferable license to distribute the Service Materials, without the right to sublicense, subject to the requirements set forth in this Agreement.
Article 10 (Representations and Warranties, Disclaimers)
10.1 Both ECPower and the Partner acknowledge and agree that no guarantee or promise has been made for ECPower to receive Sales Leads and for the Partner to receive fees under this Agreement.
10.2 ECPower does not represent or warrant the fitness for a particular purpose, reliability, availability, timeliness, safety, accuracy, or completeness of the Services, demo accounts, data available in the demo accounts, Service Materials, or training contents.
10.3 ECPower does not promise to provide demo accounts to the Partner and can choose whether or not to provide them at ECPower’s discretion.
Article 11 (Confidential Information)
11.1 Both ECPower and the Partner shall not disclose, provide, or leak any information, technical or business-related, that was disclosed or made known in relation to this Program, regardless of whether it was in writing, orally, or on electronic media, under this Agreement, to any third party (hereinafter referred to as "Confidential Information"). However, this does not apply to information that falls under any of the following categories:
(1) Information already possessed without the obligation of confidentiality.
(2) Information legitimately obtained from a third party without the obligation of confidentiality.
(3) Information independently developed without the provided information.
(4) Information that became publicly known without violating this Agreement, regardless of before or after receipt.
11.2 Notwithstanding the provisions of the preceding paragraph, if the disclosure of Confidential Information to a third party such as law enforcement agencies or courts is legally required, such Confidential Information may be disclosed within the scope of such obligation after notifying the other party in advance. If advance notification is difficult, notification shall be made promptly afterward.
11.3 Both ECPower and the Partner agree that upon termination of the Agreement period, when the received Confidential Information is no longer needed, or upon request from the other party, the Confidential Information and its duplicates shall be returned or destroyed or deleted promptly according to instructions.
11.4 This clause will remain effective for two years after the termination of this Agreement.
Article 12 (Term and Termination)
12.1 The term of this Agreement is one year from the effective date.
12.2 Either ECPower or the Partner may terminate the Agreement by expressing their intent no later than thirty (30) days before the expiration of the term.
12.3 Unless ECPower or the Partner provides written notice of termination no later than thirty (30) days before the expiration of the term, this Agreement will be automatically renewed for one year under the same terms and conditions, and the same applies thereafter.
12.4 In any of the following cases, ECPower may terminate this Agreement by notifying the Partner:
(1) If the Partner violates the contents of the provisions of this Agreement and does not rectify the violation within thirty (30) days despite being notified
(2) When the Partner performs fraudulent acts and impedes the ECPower’s regular business
(3) If the Partner receives a seizure, provisional seizure, provisional disposition, auction, etc., from a third party
(4) When the Partner falls into insolvency, or files for personal reorganization, bankruptcy proceedings, rehabilitation proceedings, civil rehabilitation proceedings, specific mediation, or the commencement of special liquidation
(5) When the Partner defaults on public taxes and is notified or preserved seizure
(6) When the Partner intends to transfer all or a significant part of its business without merging
(7) When the Partner receives a disposition of cancellation or suspension of business from a supervisory authority
(8) When the Partner is subject to criminal prosecution or has significantly lost social credit
(9) When it is recognized that the Partner's financial situation has significantly deteriorated or there is a possibility of it
12.5 Regardless of the reason, termination or dissolution of this Agreement does not end the Service Use Contracts of the Partner's qualifying Paid Accounts and the Managed Accounts for which the Partner provided Customer Support Activities.
12.6 Upon termination or dissolution of this Agreement, the obligation of ECPower to pay fees and the right of the Partner to receive them shall also terminate. The Partner shall receive the last payment of the related fees after the end of the calendar year in which this Agreement ends. Except as expressly provided in this clause, the Partner shall not receive any fees after the termination of this Agreement.
Article 13 (Prohibition of Transfer and Subcontract)
13.1 Without ECPower’s prior written consent, the Partner may not transfer any of the positions, rights or obligations based on this Agreement to a third party, or use them for collateral purposes.
13.2 Unless otherwise approved by ECPower, the Partner may not subcontract duties based on this Agreement to a third party. Even if the Partner has been approved to subcontract to a third party, they must impose obligations equivalent or more than those they bear under this Agreement on the third party. Non-fulfillment of such obligations by the third party is regarded as a failure of the Partner to fulfill their obligations.
Article 14 (Survival)
14.1 The following provisions shall survive the termination or cancellation of this Agreement: Article 1 (Definitions), Article 9 (Intellectual Property Rights, etc.), Article 10 (Representations and Warranties, Disclaimers), Article 11 (Confidential Information), Article 12.6 and Article 14 (Survival).
Article 15 (Amendment)
15.1 ECPower reserves the right to update or change all or part of this Agreement. If ECPower updates or changes this Agreement, the revised Agreement will be notified via email. The updated version of the Agreement becomes effective and binding the next business day after notification.
15.2 If the Partner does not agree to the changes in the Agreement, the Partner must notify ECPower in writing within thirty (30) days of receiving the change notification. Upon receipt of such notice, this Agreement will terminate thirty (30) days after receiving the notification, and the relationship between the parties for the remaining term of the Agreement will be governed by the provisions of the Agreement before revision. Otherwise, continued participation in the Program is considered as consent to the changes.
Article 16 (Agreed Jurisdiction and Governing Law)
16.1 For any litigation related to this Agreement, the Tokyo District Court shall be the exclusive jurisdiction court of first instance.
16.2 The governing law for this contract shall be Japanese law.
These terms apply from August 1, 2023.
[Schedule 1] Calculation Method, Percentage, and Period for Commissions
[1] Referral Fee
(1) Calculation Basis for the Fee
Net revenue calculated from the Service usage fee (A) actually paid by the Paid Account, excluding platform usage fees etc. (B).
Where,
・(A) is not the list price but the amount actually paid after all discounts etc. are applied.
・(B) is the following fees (i) to (iii) paid to Shopify Inc. and their reserves, as well as all applicable consumption taxes, value-added taxes, and other taxes on the account's usage fee.
(i) Shopify Processing Fee. A flat rate of 2.9% on (A).
(ii) Regulatory Operating Fee. If the account's location area imposes a DST (Digital Services Tax), a fee will be collected from Shopify on (A). An amount of about 2-5% is collected depending on the region.
(iii) Shopify Revenue Share. 15% of (A) is collected under the name of revenue share. Actual collection may not take place depending on the overall revenue level of ECPower, including services not specified in this Program, but it is deducted as a reserve uniformly in this calculation method.
(2) Percentage
Regardless of the type of Partner, the rate is uniformly 15%.
All calculations are carried out without rounding off in the middle, and the amount in US dollars resulting from the final calculation is considered correct after truncating the decimal point below the second place.
(3) Target Period
A full 12 months (365 days when converted into days) from the start date of Paid Service usage by the target Account.
(4) Calculation Example
Referral fee to be paid in 2024 for a Paid Service of $400 per month, which is continuously used by an Account located in Japan from June 15, 2024 to December 31, 2024 (200 days).
$400 * (1 - 0.1[tax] - 0.029[(i)] - 0.15[(iii)]) * 0.15 * (200 / 30) = $288.4
(5) Changes to Platform Usage Fees etc.
In the event of tax changes in the region where the Account is located, or changes in fee rates etc. by Shopify Inc., ECPower will update this Schedule 1 if necessary after notifying the Partner, and calculate from the usage fees of the applicable Accounts at the changed rate.
Such changes will fall under the "Changes due to reasonable reasons not attributable to ECPower" in Article 8.5 of this Agreement.
[2] Managed Account Management Fee
(1) Calculation Basis for the Fee
Net revenue is calculated from the Service usage fee (A) actually paid by the Paid Account, excluding platform usage fees etc. (B).
Where,
・(A) is not the list price but the amount actually paid after all discounts etc. are applied.
・(B) is the following fees (i) to (iii) paid to Shopify Inc. and their reserves, as well as all applicable consumption taxes, value-added taxes, and other taxes on the account's usage fee.
(i) Shopify Processing Fee. A flat rate of 2.9% on (A).
(ii) Regulatory Operating Fee. If the account's location area imposes a DST (Digital Services Tax), a fee will be collected from Shopify on (A). An amount of about 2-5% is collected depending on the region.
(iii) Shopify Revenue Share. 15% of (A) is collected under the name of revenue share. Actual collection may not take place depending on the overall revenue level of ECPower, including services not specified in this program, but it is deducted as a reserve uniformly in this calculation method.
(2) Percentage
Regardless of the type of Partner, the rate is uniformly 5%.
All calculations are carried out without rounding off in the middle, and the amount in dollars resulting from the final calculation is considered correct after truncating the decimal point below the second place.
(3) Target Period
The period is indefinite as long as the Partner's Customer Support Activities continue.
(4) Calculation Example
For a Paid Service of $400 per month used by an Account located in Japan, if Customer Support Activities continue from February 1, 2024 to December 31, 2024 (335 days), the Managed Account Management Fee to be paid in 2024.
$400 * (1 - 0.1[tax] - 0.029[(i)] - 0.15[(iii)]) * 0.05 * (335 / 30) = $161.0233...
Truncate the decimal point below the second place, and the fee is $161.0.
(5) Overlap with Referral Fee
If both the Referral Fee and the Managed Account Management Fee occur at the same time, each fee is calculated separately and paid as separate items on the statement.
(6) Changes to Platform Usage Fees etc.
In the event of tax changes in the region where the Account is located, or changes in fee rates etc. by Shopify Inc., ECPower will update this Schedule 1 if necessary after notifying the Partner, and calculate from the usage fees of the applicable Accounts at the changed rate.