September 1, 2025
PLEASE READ THIS PARTNER PROGRAM AGREEMENT CAREFULLY. This Agreement governs your participation in the Yuko Partner Program and is an agreement between SV Tech Cloud Pte Ltd, a company incorporated in Singapore, with its principal address at 160 Robinson Road, Singapore ("Yuko", "we", "us", or "our") and you or the entity you represent ("you", "Your", "Partner").
This Agreement takes effect when you are accepted into the Partner Program via email confirmation from Yuko (the "Effective Date").
BY APPLYING TO JOIN THE YUKO PARTNER PROGRAM AND/OR PARTICIPATING IN THE PARTNER PROGRAM, YOU REPRESENT THAT:
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT REGISTER FOR OR PARTICIPATE IN THE PARTNER PROGRAM.
1.1 "Active Participation" means Partner’s active engagement in the introduction, ongoing sales development, or closing of a Lead in the sales process, as determined by Yuko in its good faith discretion.
1.2 "Commissionable Lead" means a Lead that Yuko accepts pursuant to Section 3 of this Agreement.
1.3 "Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, or through any media, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
1.4 "Cross Sales" means instances where Partner assists in selling additional Yuko Products to an existing Customer. For example, if a Customer has an existing subscription for Yuko Reviews and Partner assists in selling that Customer Yuko Loyalty, Partner would be eligible for the applicable Referral Fee for the Loyalty product subscription.
1.5 "Customer" means a merchant that is subscribing or has subscribed to Yuko Products.
1.6 "Enrollment Criteria" means the requirements Partner must complete to be eligible for Referral Fee payments, including submission of account information, tax documentation, and payment details.
1.7 "Lead" means (i) a potential or prospective Customer identified by Partner, or (ii) a potential opportunity for Cross Sales to an existing Customer.
1.8 "Net Revenue" means the software subscription fees and usage-based fees for Yuko Products received by Yuko from a Referred Customer, calculated as follows:
(a) Net of any discounts, taxes payable, and subsequent refunds;
(b) Excluding fees for support, implementation, customisation, training, consulting, or other professional services;
(c) Excluding third-party products or services;
(d) Excluding one-time setup fees or onboarding fees.
1.9 "Order Form" means the ordering document (including web-based subscription forms) entered into between Yuko and a Commissionable Lead for the subscription to Yuko Products, setting forth the fees owed and the subscription term.
1.10 "Partner Portal" means Yuko’s web-based application where Partner may access marketing resources, submit Leads, review Lead status, and receive support related to the Partner Program.
1.11 "Partner Program" means Yuko’s partner program as described in this Agreement.
1.12 "Referral Fee" means the commission payable to Partner as set forth in Section 6 of this Agreement or as otherwise communicated via the Partner Portal.
1.13 "Referral Services" means the lead generation, marketing, and referral activities performed by Partner pursuant to this Agreement.
1.14 "Referred Customer" means a Commissionable Lead with whom Yuko enters into an Order Form (excluding trial agreements) within twelve (12) months from the date of Yuko’s acceptance of such Lead.
1.15 "Term" means the period during which this Agreement is effective.
1.16 "Yuko Materials" means any collateral materials, documentation, or resources describing Yuko Products provided to Partner by Yuko for use in connection with this Agreement.
1.17 "Yuko Marks" means the trademarks, service marks, logos, and brand assets owned by Yuko and made available to Partner through the Partner Portal.
1.18 "Yuko Products" means Yuko’s software platform, products, and services, including but not limited to Reviews, Loyalty, Referrals, and Membership features, as further described at https://yuko.so.
(a) To become a Partner, you must complete and submit a Partner Program application through the Partner Portal or as otherwise directed by Yuko.
(b) Yuko will review your application and notify you via email whether you have been accepted into the Partner Program.
(c) Yuko reserves the right to accept or reject any application at its sole discretion without providing reasons.
Upon acceptance, you agree to:
(a) Create an account through the Partner Portal;
(b) Complete all Enrollment Criteria;
(c) Provide accurate and complete information;
(d) Keep your account information current and up to date.
Partner acknowledges and agrees that Yuko will use registration information and personal data collected in connection with Partner’s participation in the Partner Program as described in Yuko’s Privacy Policy at https://yuko.so/terms/privacy/.
During the Term, Partner shall use commercially reasonable efforts to:
(a) Identify potential Leads for Yuko Products;
(b) Market and promote Yuko Products to Leads;
(c) Provide Leads with Yuko Materials as supplied by Yuko.
To be eligible for acceptance by Yuko, all Leads must meet the following criteria:
(a) At the time of introduction to Yuko, the Lead is not already an existing Customer of Yuko;
(b) For Cross Sales, the Lead is not already involved in discussions with Yuko relating to the same Yuko Products;
(c) The Lead has not previously been submitted to Yuko by another Partner or third party;
(d) The Lead has not been independently generated by Yuko;
(e) The Lead is a legitimate business prospect with genuine interest in Yuko Products.
(a) Partner must register all Leads through the Partner Portal or via email to [email protected]("Lead Registration").
(b) Lead Registration must include the Lead's business name, contact person, email address, and relevant details about their potential use of Yuko Products.
(c) Yuko will review the Lead and notify Partner through the Partner Portal or email whether the Lead is accepted as a Commissionable Lead.
(d) Yuko may accept or reject Leads at its sole good faith discretion.
(e) If Yuko rejects a Lead, Partner shall immediately cease all Referral Services with respect to that Lead.
(a) Accepted Leads will remain active for twelve (12) months from the date of acceptance.
(b) If a Lead does not become a Referred Customer within twelve (12) months, the Lead registration expires and Partner forfeits any claim to Referral Fees for that Lead.
(c) Yuko may, at its discretion, extend the Lead expiration period in writing.
(a) Yuko may request Partner to Actively Participate in the sales process after a Lead has been accepted.
(b) Active Participation may include introducing Yuko to the Lead, participating in calls or meetings, providing context about the Lead's needs, and supporting the sales process.
(c) If Partner fails to Actively Participate when reasonably requested, Partner may forfeit Referral Fees with respect to that Commissionable Lead.
Partner agrees to:
(a) Represent Yuko and Yuko Products professionally and accurately;
(b) Comply with all applicable laws and regulations;
(c) Maintain accurate records of Referral Services activities;
(d) Respond promptly to Yuko's reasonable requests for information;
(e) Participate in training and certification programs as required by Yuko;
(f) Attend meetings as reasonably requested by Yuko.
Partner shall NOT:
(a) Sell, resell, distribute, license, or sublicense Yuko Products directly to any Lead;
(b) Make statements about Yuko Products that are false, misleading, or inconsistent with Yuko Materials;
(c) Make commitments, warranties, or guarantees to Leads regarding Yuko Products, pricing, or Partner's relationship with Yuko;
(d) Negotiate contracts for or on behalf of Yuko;
(e) Represent itself as an agent or employee of Yuko;
(f) Bind Yuko to any contract, representation, or understanding;
(g) Distribute unsolicited bulk emails (spam) mentioning Yuko or Yuko Products;
(h) Engage in deceptive, misleading, or unethical marketing practices;
(i) Use Yuko Materials or Yuko Marks in any manner not expressly authorised;
(j) Modify, alter, or create derivative works from Yuko Materials without permission.
During the Term and for one (1) year thereafter, Partner shall not directly or indirectly:
(a) Induce or attempt to induce any Yuko employee to leave their employment with Yuko, except through general solicitations not specifically targeted at Yuko employees;
(b) Induce or attempt to induce any Yuko Customer to terminate their relationship with Yuko or transition to a competitor.
Partner shall:
(a) Comply with all applicable laws and regulations in performing Referral Services;
(b) Comply with all applicable anti-corruption laws, including the Prevention of Corruption Act (Singapore) and similar laws in any jurisdiction where Partner operates;
(c) Comply with all applicable data protection laws when handling personal data in connection with Leads;
(d) Ensure that any personal data provided to Yuko has been obtained lawfully with all necessary consents.
Subject to this Agreement, Yuko grants Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Yuko Marks solely to perform Referral Services under this Agreement.
(a) Partner's use of Yuko Marks must comply with Yuko's trademark usage guidelines provided through the Partner Portal.
(b) Partner shall submit samples of materials using Yuko Marks upon Yuko's request.
(c) Yuko may require Partner to revise materials that do not meet trademark guidelines.
(d) Partner shall not adopt, use, or attempt to register trademarks confusingly similar to Yuko Marks.
Subject to this Agreement, Yuko grants Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to distribute Yuko Materials exactly as provided, solely to perform Referral Services.
As between Partner and Yuko, Yuko retains all right, title, and interest in and to:
(a) Yuko Marks;
(b) Yuko Products;
(c) Yuko Materials;
(d) All intellectual property rights related to the foregoing.
There are no implied licenses under this Agreement. Yuko reserves all rights not expressly granted.
If Partner provides feedback or suggestions regarding Yuko Products or the Partner Program, Yuko may use such feedback without restriction or obligation to Partner.
Subject to this Agreement, Yuko shall pay Partner Referral Fees based on Net Revenue from Referred Customers as follows:
6.2 Referral Fee Period
Referral Fees will be paid for the first twelve (12) months of any Order Form executed with a Referred Customer, regardless of the duration of the Order Form.
THE MAXIMUM AGGREGATE REFERRAL FEE YUKO WILL PAY TO A PARTNER WITH RESPECT TO ANY SINGLE REFERRED CUSTOMER IS USD $1,000.00 (ONE THOUSAND US DOLLARS), UNLESS OTHERWISE APPROVED BY YUKO IN WRITING.
(a) Referral Fees are payable within forty-five (45) days after the end of the calendar quarter in which Yuko has received payment from the Referred Customer.
(b) Payment is contingent on Partner having completed all Enrollment Criteria and submitted an invoice to Yuko.
(c) All Referral Fees will be paid in US Dollars (USD) or Singapore Dollars (SGD) at Partner's election.
(d) Partner is solely responsible for all taxes associated with Referral Fees.
To receive Referral Fees, Partner must have submitted:
(a) Complete account information through the Partner Portal;
(b) All required tax documentation (e.g., W-8BEN, W-9, or equivalent);
(c) Valid payment information (bank account details or PayPal).
(a) If any Enrollment Criteria remain outstanding for six (6) months following the date when a Referral Fee becomes due, Partner's right to that Referral Fee is permanently forfeited.
(b) Any accrued but unpaid Referral Fees not invoiced within one (1) year of accrual are forfeited.
(c) Yuko has no obligation to pay Referral Fees associated with forfeited transactions.
(a) All disputes regarding Referral Fees must be submitted in writing to Yuko within thirty (30) days of payment release.
(b) Disputes must include reasonable details for Yuko to review the claim.
The following are NOT eligible for Referral Fees:
(a) Leads that are materially the same as opportunities in Yuko's active sales pipeline at the time of submission;
(b) Leads that were in Yuko's sales process during the ninety (90) days prior to submission;
(c) Leads generated through prohibited methods (spam, misleading practices, etc.);
(d) Self-referrals or referrals of Partner's own business or affiliates;
(e) Trial subscriptions that do not convert to paid subscriptions;
(f) Free tier subscriptions.
Yuko may offer additional promotional incentives, bonuses, or spiffs from time to time, as communicated through the Partner Portal or in writing. Such incentives are subject to their own terms and conditions.
(a) Partners are assigned tiers based on their participation level and qualifying criteria.
(b) Tier status is reviewed periodically (typically quarterly).
(c) Yuko reserves the right to raise or lower Partner's tier based on performance.
Yuko may, at its sole discretion, modify tier benefits and qualifying criteria upon written notice to Partner.
(a) Yuko will provide Partner with sales and product training focused on marketing and promoting Yuko Products.
(b) Yuko may require Partner to complete mandatory training and certification before commencing Referral Services or receiving Referral Fees.
(c) Yuko may offer additional training opportunities at its discretion.
(a) Yuko will provide Partner with reasonable support through the Partner Portal and dedicated partner support channels.
(b) Support is limited to Partner Program matters and does not include direct customer support for Referred Customers.
"Confidential Information" includes, but is not limited to:
(a) Business plans, strategies, and financial information;
(b) Customer lists and Lead information;
(c) Pricing information and Referral Fee structures;
(d) Product roadmaps and unreleased features;
(e) Technical information and trade secrets;
(f) Any information marked as "Confidential" or that reasonably should be understood as confidential.
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was rightfully known to the Receiving Party before disclosure;
(c) Is rightfully obtained from a third party without breach of confidentiality;
(d) Is independently developed without use of Confidential Information.
The Receiving Party shall:
(a) Use Confidential Information only for purposes of this Agreement;
(b) Restrict disclosure to employees and contractors with a need to know;
(c) Not disclose to third parties without the Disclosing Party's consent;
(d) Protect Confidential Information with at least the same care as its own confidential information, but no less than reasonable care.
If legally compelled to disclose Confidential Information, the Receiving Party shall:
(a) Provide prompt notice to the Disclosing Party (where permitted by law);
(b) Cooperate with the Disclosing Party's efforts to obtain protective treatment;
(c) Disclose only the minimum information legally required.
Each Party represents and warrants that:
(a) It has the full right, power, and authority to enter into this Agreement;
(b) This Agreement does not conflict with any other agreement to which it is a party;
(c) This Agreement constitutes a valid and binding obligation.
Partner additionally represents and warrants that:
(a) All information provided to Yuko is accurate and complete;
(b) Partner has obtained all necessary consents for personal data shared with Yuko;
(c) Partner is not subject to sanctions or restricted party lists;
(d) Partner will comply with all applicable laws in performing Referral Services.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, YUKO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE YUKO PRODUCTS, YUKO MATERIALS, OR PARTNER PROGRAM.
YUKO DOES NOT WARRANT THAT PARTNER WILL RECEIVE ANY REFERRAL FEES OR THAT ANY LEADS WILL CONVERT TO CUSTOMERS.
YUKO PRODUCTS ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Yuko shall indemnify, defend, and hold Partner harmless from Claims arising from allegations that the Yuko Marks (unmodified by Partner) infringe third-party trademark rights.
Partner shall indemnify, defend, and hold Yuko and its affiliates, officers, directors, and employees harmless from all Claims arising from:
(a) Partner's breach of this Agreement;
(b) Partner's violation of applicable laws;
(c) Partner's negligence or wilful misconduct;
(d) Partner's marketing activities or representations to Leads;
(e) Personal data provided by Partner in violation of data protection laws.
The indemnified party shall:
(a) Provide prompt written notice of the Claim;
(b) Give the indemnifying party sole control of the defence and settlement;
(c) Provide reasonable cooperation at the indemnifying party's expense.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING:
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL REFERRAL FEES ACTUALLY PAID TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR USD $5,000, WHICHEVER IS GREATER.
The limitations in this Section reflect the allocation of risk between the Parties and are an essential basis of this Agreement.
This Agreement shall be effective from the Effective Date and shall remain in effect for one (1) year (the "Initial Term").
At the end of the Initial Term or any Renewal Term, this Agreement will automatically renew for successive one (1) year periods (each a "Renewal Term") unless terminated in accordance with this Section.
Either Party may terminate this Agreement without cause by providing thirty (30) days' written notice to the other Party.
Either Party may terminate this Agreement:
(a) Upon five (5) days' written notice of a material breach, unless the breach is cured within the five (5) day period;
(b) Immediately upon written notice if the other Party becomes insolvent, files for bankruptcy, or ceases business operations.
Yuko may suspend Partner's participation and withhold payments if Yuko reasonably believes Partner has violated this Agreement, pending investigation.
Upon termination or expiration:
(a) Partner shall immediately cease representing itself as a Yuko Partner;
(b) All licenses to Yuko Marks and Yuko Materials terminate;
(c) Partner shall return or destroy all Yuko Confidential Information;
(d) Yuko shall return or destroy all Partner Confidential Information.
(a) Termination by Yuko Without Cause or by Partner for Cause: Yuko shall pay Referral Fees for Commissionable Leads accepted prior to termination that convert to Referred Customers within the original twelve (12) month period.
(b) Termination by Yuko for Cause: Yuko shall only pay Referral Fees accrued up to the date of termination.
(c) Termination by Partner Without Cause: Yuko shall only pay Referral Fees accrued up to the date of termination.
Sections 1, 5.4, 9, 10.3, 11, 12, 13.6, 13.7, 13.8, and 14 shall survive termination or expiration of this Agreement.
This Agreement is governed by the laws of the Republic of Singapore, without regard to conflict of laws principles.
Any dispute arising from this Agreement shall be resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules. The arbitration shall be conducted in English in Singapore by one (1) arbitrator.
The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither Party has authority to bind the other or incur obligations on the other's behalf.
(a) Partner may not assign this Agreement without Yuko's prior written consent.
(b) Yuko may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.
(c) Any assignment in violation of this Section is void.
All notices must be in writing and sent to:
If to Yuko:SV Tech Cloud Pte Ltd160 Robinson Road, SingaporeEmail: [email protected]: Legal Department
If to Partner:The address provided in the Partner Portal account.
(a) Yuko may amend this Agreement by posting updated terms and notifying Partner via email or the Partner Portal.
(b) Material changes will be communicated with at least thirty (30) days' notice.
(c) Continued participation after notice constitutes acceptance.
(d) If Partner does not agree to modifications, Partner may terminate by providing notice within thirty (30) days of the modification notice.
If any provision is held invalid, it shall be modified to the minimum extent necessary, and the remaining provisions continue in effect.
No failure to exercise any right constitutes a waiver. Waivers must be in writing and signed by the waiving Party.
This Agreement, together with the Partner Program Guide and any Partner Program Contract, constitutes the entire agreement between the Parties regarding the Partner Program and supersedes all prior agreements.
Neither Party shall be liable for delays or failures due to causes beyond its reasonable control, including natural disasters, war, terrorism, strikes, or government actions.
SV Tech Cloud Pte Ltd
Partner Program Inquiries: [email protected]
General Inquiries: [email protected]
Legal Notices: [email protected]
Address: 160 Robinson Road, Singapore
Website: https://yuko.so
Partner Portal: https://yuko.so/partners
By applying to the Yuko Partner Program, creating a Partner Portal account, or participating in the Partner Program, you acknowledge that you have read, understood, and agree to be bound by this Partner Program Agreement.
Last Updated: September 1, 2025
