Partner Terms | Markster

Effective 1 August 2026 · Version B1.1

1. Your agreement with Markster

These terms govern the relationship between Markster, Inc., a Delaware corporation at 1111 B S Governors Avenue, Dover, Delaware 19904, and the partner identified in a document signed by both parties. Markster's contact is hello@markster.ai; telephone +1 646-466-5076.

These terms have an effective date of 1 August 2026. An agreement becomes binding when both parties sign an Enrollment or order incorporating these terms. Its contractual effective date is the date stated in that signed document, or the last signature date if none is stated. A stated earlier effective date applies only between the consenting parties to the covered relationship; it does not represent an earlier signature, waive a pre-work writing requirement, extinguish an accrued right or reset a statutory payment deadline. Reading a webpage, applying, or exchanging messages does not itself create this agreement. Each party confirms its signer's authority.

The signed document identifies the applicable documents and their versions. Affiliate/referral Enrollment incorporates the Commission Policy B1.1. A Solution Seller Agreement additionally incorporates Solution Seller Schedule B1.1 for assisted direct sales. Commissioned services and resale instead require their own signed order and applicable Services Schedule B1.1 or Resale Schedule B1.1. The New York Addendum B1.1 applies wherever its legal protections govern. A role does not automatically confer rights under another role. These Partner Terms govern partner compensation and the partner relationship. General customer Terms of Service apply only to a separately agreed purchase or customer order; their website-update, payout-withholding or customer-remedy provisions do not amend this partner agreement. Marketing descriptions do not change a signed partner bargain.

Mandatory law controls. A mutually signed special term controls only the provision and scope it expressly changes; otherwise the applicable schedule controls its subject, followed by these terms. A special commission rate alone changes neither the calculation base nor other rules. A later website version, unsigned purchase-order condition, customer order, or silence does not amend the partner agreement. Changes require both parties' signatures and apply prospectively unless they expressly reconcile an identified earlier matter.

2. Independent businesses

The relationship is nonexclusive. Neither party has a quota, territory, required purchase, exclusivity commitment, or authority to bind the other unless a signed order expressly provides otherwise. The partner controls its own personnel and business operations, subject to the agreed work and applicable law. This agreement does not establish employment, an agency, a franchise, or a legal partnership; actual conduct and mandatory law govern legal status.

Markster controls the offers it sells directly, its customer contracts, prices, delivery, support, and collection. A partner may make truthful, permissioned introductions and use approved promotional materials. It may not collect for Markster, promise unapproved capabilities, terms, dates or results, or present a development feature as available. Own-account resale and services carry the responsibilities in their schedules. Neither party guarantees referrals, sales, a particular income, or access to future features.

3. Conduct and intellectual property

Each party follows applicable laws, including advertising, privacy, sanctions, anti-bribery, and electronic-marketing rules. Partners disclose their financial relationship clearly where required, honor contact opt-outs, and avoid misleading claims, fabricated referrals, hidden tracking, impersonation, or payments prohibited by a customer's procurement rules. A regulated activity requiring a license or different agreement cannot begin under this agreement alone.

Each party retains its pre-existing intellectual property. Markster permits use of specifically supplied or approved names, logos, links and descriptions to promote the agreed offer during the relationship. Permission is nonexclusive, nontransferable, and limited to that purpose. Markster may require correction or removal of misleading, outdated or unauthorized material. It cannot use a brand instruction to change compensation. Partner status conveys no software ownership, sublicense, source-code access, white-label right, certification, or endorsement. Public use of the partner's logo requires its consent. Work-product rights are addressed in the Services Schedule.

4. Confidentiality and data

Each party uses the other's confidential information only to perform this agreement, protects it with reasonable care, and limits access to people who need it and are bound to protect it. Confidential information includes nonpublic business, customer, security and pricing information reasonably understood to be confidential. The duty excludes information lawfully public, previously known without restriction, independently developed, or lawfully obtained elsewhere. Required legal disclosure is permitted with advance notice where lawful and reasonable steps to limit disclosure. Protection lasts three years after termination, and longer for trade secrets while legally protected and personal data while retained.

For ordinary business-contact exchanges, each party determines and remains responsible for its lawful purposes, notices and legal basis. Share only information needed for the introduction. Neither party gains general access to customer systems or personal data. Before processing on the other's or a customer's behalf, the parties must agree the actual instructions, roles, security, subprocessors, retention and transfer arrangements in an appropriate data agreement. This clause does not replace one.

Each party uses access controls and reasonable security appropriate to the data it receives. It notifies the other without undue delay after discovering unauthorized access affecting that party's information, supplies available facts and cooperates in containment and legally required notices. At the end of authorized use, it returns or deletes the information on request, except legally required records and protected routine backups; retained information remains protected.

5. Payment administration

The applicable policy or order determines the amount earned and deadline. Each party bears taxes imposed on its own income. Charges exclude transaction taxes properly chargeable by law; the invoicing party identifies those separately and accepts valid exemption evidence. A payer may withhold only as legally required, remits the withheld amount and supplies available evidence. No automatic tax gross-up applies.

Payments use the agreed transaction currency. Currency conversion requires a mutually agreed objective method. The payer bears its sending-bank fees and the recipient its receiving-bank fees. Tax forms and payment instructions are exchanged securely. Missing administration does not erase a debt, create a forfeiture, or extend a mandatory deadline; both parties promptly arrange a lawful payment route. Undisputed amounts remain payable during a dispute. Unrelated amounts may not be offset without written agreement or a final binding determination permitting it.

6. Termination and continuity

Either party may end the relationship on 30 calendar days' written notice. Either may end it for material breach not remedied within 10 calendar days after a notice describing the breach, or immediately for fraud, unlawful conduct, or a serious security threat. Any immediate suspension must be limited to the affected activity so far as reasonably practicable, with prompt explanation and review.

Termination stops new activity under the terminated arrangement. Earlier referrals and their commission periods survive as the Commission Policy provides. Existing service or resale orders continue on their agreed terms unless separately terminated under the applicable schedule. No unpaid invoice, collection failure or Markster-initiated cancellation by itself erases referral attribution. Stop using promotional permissions at termination, except any expressly retained permission needed to fulfill a surviving order. Earned payments, applicable tails, confidentiality, surviving licenses and dispute provisions remain effective.

7. Liability

Each party is responsible for its own promises, conduct and personnel. Each party's aggregate liability across this agreement and its orders is limited to US$100,000. Within that aggregate, ordinary claims are limited to US$25,000; confidentiality, data-protection and intellectual-property claims share the US$100,000 aggregate and do not add a second cap. Different caps require an express signed variation.

Neither the caps nor the following damages exclusion limits payment debts, fraud, intentional misconduct, or rights and remedies that law does not permit the parties to limit. Otherwise, neither party owes consequential, special or punitive damages to the extent lawful. Neither party undertakes a contractual duty to indemnify or defend the other under these standard terms. These allocations do not amend a separate customer agreement or excuse a promised delivery or payment.

8. Notices, disputes and earlier rights

Send notices to the email address in the signed document, with Markster notices to hello@markster.ai. A notice is received when delivered to the recipient's mail system without a delivery failure; a notice arriving after 5 p.m. New York time or on a nonbusiness day is received the next business day. A party may change its notice address by notice. Legal process follows applicable service rules.

A business day is Monday through Friday excluding New York State public holidays. Other references to days mean calendar days. Statutory definitions and deadlines control when different; a contractual deadline falling on a nonbusiness day moves to the next business day only if law permits.

New York law governs. State and federal courts in New York County have exclusive jurisdiction over ordinary agreement disputes, subject to mandatory jurisdiction, venue, agency access and remedies. No internal review is a prerequisite to a protected claim. An unenforceable provision is narrowed only as law requires; the remainder continues. Electronic signatures and counterparts are valid. Neither party may assign this agreement without the other's written consent, not unreasonably withheld; assignment never reduces accrued rights without the affected party's consent.

These documents are the complete agreement for their stated subject, except that they do not release, reduce or replace an earlier promise or asserted right, whether oral, written or otherwise evidenced. An identified overlap must be reconciled expressly in a writing signed by both parties; silence is not reconciliation. A waiver must be express and does not waive a later breach.