Strategic Partner Agreement Terms

Transcription

1 Strategic Partner Agreement Terms Why is this important? The Strategic Partner Agreement Terms are important because they describe the terms and conditions of the referral partnership relationship that you entered into with Salsa Labs, Inc. By accepting these terms, you will create a binding legal agreement between you and Salsa Labs, Inc. that imposes rights and responsibilities on you and Salsa Labs, Inc. Please read the terms carefully. 1. The Basics Who We Are. We are Salsa Labs, Inc. ( Salsa Labs, us, or we ), a Delaware corporation headquartered at 1700 Connecticut Avenue, NW, Suite 300, Washington, D.C What We Do. We developed and provide a service called Salsa, which is delivered as hosted software-as-a-service platform we refer to as the Salsa Platform or simply as Salsa Who You Are. You are an individual at least eighteen years of age who is agreeing to be a referral partner with Salsa Labs or an individual at least eighteen years of age who represents a company, entity, or other formal or informal organization and is authorized to accept this Agreement on behalf of that organization. You have also already signed, electronically accepted, or otherwise executed one or more Partner Sign-up Forms (as that term is later defined in Section ) What this Agreement Is. The Strategic Partner Agreement Terms ( this Agreement ) is a non-negotiable legal agreement between you and Salsa Labs that governs the referral partnership relationship that you are entering into with Salsa Labs ( the Relationship ). It is designed to market the Salsa Platform by allowing you to promote the Salsa Platform and be rewarded for the referral of new customers to Salsa Labs. 2. Acceptance of this Agreement is Required Acceptance Required. You are required to accept this Agreement in order to be a referral partner with Salsa Labs and to enjoy the benefits (and obligations) of this Agreement. You must accept this Agreement even if you have already signed, electronically accepted, or otherwise executed a Partner Sign-up Form.

2 2.2. How You Can Accept this Agreement. You accept this Agreement by clicking to accept these terms, executing or electronically accepting a Partner Sign-up Form, or otherwise accepting these terms in writing when prompted What It Means When You Accept. By accepting this Agreement, you are agreeing that the Relationship that you have entered into with Salsa Labs through one or more Partner Sign-up Forms is subject to this Agreement. Your acceptance also creates a contractual relationship between you and Salsa Labs that makes the terms of this Agreement binding on you How You Can Reject this Agreement. You reject this Agreement by clicking to reject these terms or otherwise not accepting these terms in writing (or orally to an authorized agent of Salsa Labs) when prompted What It Means When You Reject. By rejecting this Agreement, you are agreeing that you will not receive, or will no longer receive from the date of your rejection, the benefits, rights, and obligations provided in your Partner Sign-up Form(s) or this Agreement. 3. The Applicable Terms and Conditions Referral Partner Relationship Terms and Conditions. All terms and conditions in this Agreement govern the Relationship that you are entering into by executing one or more Partner Sign-up Forms and accepting this Agreement. This Agreement expressly applies to all Partner Sign-up Forms that you have entered into on the date you accept this Agreement or enter into in the future Additional Terms and Conditions. In addition to the terms and conditions provided in this Agreement, the Relationship is subject to the Salsa Labs Privacy Policy ( which may be amended from time to time in Salsa Labs sole and complete discretion, all Partner Sign-up Forms, and all terms and conditions that Salsa Labs or applicable third party may lawfully impose, including through other contracts between you and Salsa Labs and applicable non-disclosure agreements, assignments, or licenses Conflict Between Terms. In the event of a conflict between the terms of this Agreement and other applicable contracts or policies, the conflict shall be resolved by first using the terms of any applicable and governing licenses, and, if the conflict is not resolved, then using the terms and conditions of all applicable Partner Sign-up Forms, all existing contracts and other binding agreements between you and Salsa Labs, this Agreement, and the Salsa Labs Privacy Policy, in that order of decreasing

3 preference. Terms so applied shall only be used to the extent necessary to resolve the given conflict and only to the extent permitted under this Agreement Agreement Changes. Salsa Labs reserves the right to make changes to the terms and conditions of this Agreement as needed. If we do make a change, you will be prompted to accept or reject the revised agreement in writing in order to continue the Relationship and given thirty (30) calendar days ( Notice of Agreement Change Period ) to respond. If you do not respond, this Agreement shall continue as modified. If you affirmatively opt to reject the revised agreement in writing within the Notice of Agreement Change Period, you will not be considered in violation of this Agreement (on the basis of your cancellation) and Salsa Labs will continue to honor and enforce its existing benefits, rights, and obligations under this Agreement until first day following the Notice of Agreement Change Period Policy Changes. Given the evolving nature of the Internet and information technologies in general, Salsa Labs may need to make changes to its policies, including the Acceptable Use Policy, Privacy Policy, and other referenced policies. Salsa Labs may therefore make such changes to those policies as we deem appropriate, with or without notice to you. 4. When This Agreement Begins and How Long It Lasts Effective Date. This Agreement becomes effective as soon as you accept this Agreement as provided in Section Term. This Agreement shall continue for the period specified on your Partner Sign-up Form(s) until cancelled, terminated, or otherwise ended pursuant to this Agreement ( Initial Term ), and if no period was specified in your applicable Partner Sign-up Form(s), this Agreement shall continue on a month-to-month basis until cancelled, terminated, or otherwise ended pursuant to this Agreement Continuing Past Initial Term. Upon the expiration of the Initial Term, this Agreement shall continue indefinitely in increments equal to Initial Term period until cancelled, terminated, or otherwise ended pursuant to this Agreement Impact of Termination. Once this Agreement is terminated, each party shall immediately cease to have any of the benefits or rights provided under this Agreement, including the right to payments for referral effected after the date of termination. Likewise, each party shall immediately cease to be subject to

4 any obligation imposed by this Agreement except as to those obligations that survive the termination (including the obligation to make payments), including the obligations imposed under this Agreement s confidentiality provisions Cancellation. You may cancel the Relationship at any time, but you must provide us thirty (30) days written notice ( Notice of Cancellation for the notice) unless another period is specified in your applicable Partner Sign-up Form(s) or otherwise provided for in this Agreement, including the Enforcement provisions provided in Section 10 ( Cancellation Period for the notice period). The Notice of Cancellation is required even if this Agreement has continued past the Initial Term pursuant to Section Bases for Cancellation. You may cancel the Relationship with or without cause, but if you cancel during a Notice of Agreement Change Period, Sections 3.4 shall govern your cancellation No Cancellation Period for Material Breach of Confidentiality. No Cancellation Period is applicable for material breach of this Agreement resulting from a party s breach of the Warranty of Confidentiality provided by this Agreement; the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party Effective Date of Cancellation. The effective date of cancellation shall be the first day following the Cancellation Period ( Cancellation Date ) Cancellation by Salsa Labs. Salsa Labs may use the procedures described in this subsection 4.3 to cancel the Relationship with or without cause. 5. What We Will Do. Subject to the terms and conditions of this Agreement, Salsa Labs agrees to do the following: 5.1. Partner Appointment. Salsa Labs hereby appoints you as a nonexclusive, independent referral and marketing Partner List in Partner Directory. Salsa Labs will list you in its partner directory Discounts. Salsa Labs will offer you such discounts as provided in your Partner Sign-up Form(s).

5 5.4. Payments. Salsa Labs will make such marketing and referral payments as provided in your Partner Sign-up Form(s) Promotion. Salsa Labs will make such marketing and referral efforts as provided in your Partner Sign-up Form(s) in good faith Complementary Salsa Account. Salsa Labs will provide you with a complementary Salsa account with access to all functions and features publically available on the Salsa Platform at the time this Agreement becomes effective. 6. What You Will Do. Subject to the terms and conditions of this Agreement, you agree to do the following: 6.1. Good Faith Efforts. You will use good faith efforts to refer prospective new customer leads to Salsa Labs and otherwise perform this Agreement Lead Generation. You will generate leads for Salsa Labs through marketing and co-sales efforts and will incorporate the presentation of Salsa Labs and the Salsa Platform into your sales and engagement delivery processes in a reasonable manner that is appropriate for the given customer or new customer lead Introduce Salsa Labs to Your Customers. You will introduce Salsa Labs to your existing customers and prospective new customer leads in a reasonable manner that is appropriate for the given customer or new customer lead Balanced Presentation. You will promote Salsa Labs and the Salsa Platform as provided in this Agreement in a balanced and equitable manner compared to any existing or new Competing Product Informed Presentation. You will stay current and knowledgeable of the Salsa Platform and developments occurring within the Salsa Platform and agree to participate in such training as Salsa Labs may provide or require, including participation in user training webinars. 7. What You and Salsa Labs Can t Do No Disparagement or Unfavorable Comparisons. No party may disparage the other party or the other party s products or services in any marketing or sales materials or on any websites controlled or accessed by the party.

6 7.2. Limitations on Complementary Salsa Account. Your use of the Salsa Platform, whether through your Complementary Salsa account or any other method, as well as the use of any of your Users (as that term is defined in the Salsa Platform Terms of Service), is subject to the terms of the Salsa Platform Terms of Service and is expressly subject to the Acceptable Use Policy described in Section 7 of the Salsa Platform Terms of Service. 8. License Reciprocal Trademark License. Each party grants to the other party a non-exclusive, worldwide, royalty-free license to use the other party s name and associated trademarks, service marks, and other indicia of ownership (collectively, Marks ) in connection with the performance of the express benefits, rights, and obligations described in this Agreement. This grant includes reproductions, distributions, and uses of Marks in print and electronic forms, as well as making the Marks available on the Internet for viewing or downloading, but only for the purpose of performing this Agreement and only pursuant to the procedures and requirements imposed by this Agreement and all applicable Partner Signup Forms Ownership. Each party retains such ownership interests in their respective Marks, subject to this license, as the owning party would otherwise hold. All rights or goodwill associated with a party s Marks shall inure to the benefit of that owning party. 9. Warranties Confidentiality. You warrant that you will use at least the degree of diligence and care to protect Salsa Labs Confidential Information (as that term is defined in Section 13.1) obtained pursuant to or as a result of this Agreement that a reasonably prudent business would use to protect its own Confidential Information of the same type. Notwithstanding the foregoing, you must at all times comply with applicable state and federal laws and regulations governing the protection of Confidential Information No Unauthorized Use or Disclosure. Pursuant to this Warranty, you may not use, disseminate, or disclose Salsa Labs Confidential Information to any third-party, for any purpose other than performing the obligations or receiving the benefits as provided by this Agreement unless required by law, permitted by this Agreement, or permitted by Salsa Labs express written consent.

7 Ownership. Salsa Labs Confidential Information shall remain the sole property of Salsa Labs regardless of your use or knowledge of its Confidential Information. You have no interest in or right to Salsa Labs Confidential Information except as provided in this Agreement Intellectual Property. You warrant that you have and will continue to have sufficient right to grant any rights or licenses necessary to perform the terms and conditions of this Agreement and that the use of your intellectual property pursuant to this Agreement will not infringe on the intellectual property rights of any third party Authorized Agent. If you accept this Agreement on behalf of someone else or an organization, you warrant that you are authorized to bind that person or organization to this Agreement Ability to Perform Without Breaching Other Contracts. You warrant that the execution of this Agreement and your performance of this Agreement does not and will not conflict with or result in the breach of any other agreement or contract to which you or your agents, employees, officers, or board members are a party Salsa Platform Disclaimer. Salsa Labs disclaims all representations and warranties regarding the Salsa Platform, whether express, implied, or statutory, oral or in writing, and including, but not limited to, merchantability, fitness for a particular purpose, availability, and errorfree operation. Salsa Labs provides the Salsa Platform on an as-is and an as-available basis No Liability. In no event will Salsa Labs be liable to you or any other individual or entity affiliated or otherwise associated with you for a claim, loss, or damage arising out of the operation or availability of the Salsa Platform Applicability of Separate Agreement. The Salsa Platform and all Salsa accounts, including the complementary Salsa account provided in this Agreement, are provided solely to the Salsa account holder and are governed by a separate agreement, the Salsa Platform Terms of Service. 10. Enforcement of this Agreement Enforcement by the Parties. Each party is entitled to enforce the performance of the terms and conditions under this Agreement through the cumulative remedies described in this Agreement. A party s decision to enforce or not enforce this Agreement shall not constitute acquiescence as

8 to any conduct of the other party. Each party retains the right to enforce this Agreement whether or not that particular party has enforced this Agreement as to a given violation in past. The exercise of one remedy is not an election of that remedy to the exclusion of other remedies, whether provided by this Agreement, at law, or in equity Presentation Enforcement. Each party is specifically entitled to enforce this Agreement as to whether or not the other party is presenting the enforcing party or the enforcing party s product, services, or Marks in a reasonable and appropriate manner that is consistent with this Agreement Monitoring. Each party shall allow the other party to monitor the nature and quality of the products, services, or informational materials bearing the Marks of that other party or otherwise regard the other party (or the other party s products or services) Specimens. Each party shall supply such other party with a specimen of each of the party s uses of the other party s Marks within fifteen (15) calendar days of a request for a specimen by that other part. In the event that a given use of the other party s Marks is in software or other product, the specimen shall be that software or product. In the event that a given use of the other party s Marks is related to a service, the specimen shall be full access to that service Enforcement Actions. In addition to the other remedies described elsewhere in this Agreement, each party may take the following enforcement actions upon a reasonable belief that the other party has violated or is violating any part of this Agreement: Remove Content, Terminate Distribution. Either party may remove any content and terminate the distribution of any products, services, or informational material that violates this Agreement, including the Warranty of Intellectual Property Terminate Agreement. Either party may immediately terminate this Agreement for material breach of this Agreement if: The other party fails to cure its violation within ten (10) calendar days from the its receipt of a Notice of Enforcement described below; or The other party has repeatedly violated this Agreement.

9 Presentation Remedies. If a party determines, in its reasonable discretion, that the other party is presenting the enforcing party or the enforcing party s products, services, or Marks unreasonably or in an inappropriate manner, the other party shall promptly comply with a reasonable and timely request from the enforcing party to do any or all of the following remedies Alter Presentation. The other party shall make such alterations to the offending presentation as are reasonably required to correct the specific unreasonableness or inappropriateness Remove Presentation. The other party shall promptly remove the specific unreasonable or inappropriate presentation from distribution or display Discontinue Use of Marks. The other party shall promptly discontinue the other party s use of the enforcing party s Marks Notice of Enforcement. If any party performs any of the enforcement actions described above, or otherwise enforces the terms and conditions of this Agreement, that enforcing party must provide the other party with a notification of all enforcement actions taken within ten (10) calendar days of the applicable action Force Majeure. If either party fails to perform under this Agreement due to a qualifying condition beyond that failing party s control, that failing party will not be in breach of contract so long as it took reasonable steps to minimize the non-compliance performance or non-performance and notifies the other party of the condition and the failing party s noncompliant performance or non-performance Qualifying Condition. Qualifying conditions may include, but are not limited to, acts of God (including fire, flood, earthquake, storm, floods, hurricane, or other natural disaster); war; terrorist activities; governmental restrictions, sanctions, or embargos; strikes, lockouts, or other labor disputes; interruptions in power, Internet, or telephone service; or damage to our facilities, servers, or resources. 11. Disputes Related to this Agreement Arbitration. All controversies, claims, and disputes arising out of or related to this Agreement or any breach thereof shall be submitted to

10 binding arbitration in the District of Columbia in accordance with the rules of the American Arbitration Association (AAA) and subject to the substantive law of the District of Columbia where AAA rules do not apply (except as to choice-of-law principles) Awards. Awards resulting from the arbitration required under this section may be entered as judgments in any court having jurisdiction Costs. The losing party in the arbitration shall bear the costs of the arbitration unless no losing party is designated, in which case you and Salsa Labs shall bear the costs in equal measures. Costs that are divided in equal measure when no losing party is designated shall not include the costs of attorney fees incurred by you or Salsa Labs, which shall be born by the party incurring those fees. 12. Indemnification You Indemnify Us. You will indemnify Salsa Labs and any contractors, agents, employees, officers, directors, shareholders, and affiliates that we may use for any losses, liabilities, damages, expenses, and costs, including reasonable attorney fees, resulting from any claim or demand by third parties arising out of or related to any negligent or otherwise wrongful act committed by you or on your behalf in performance of this Agreement, including by breach of this Agreement such as material misrepresentation or breach of warranty We Indemnify You. Salsa Labs will indemnify you for any losses, damages, or costs, including reasonable attorney fees, resulting from any claim or demand by third parties arising out of any negligent or otherwise wrongful performance of this Agreement by us Procedures. The party seeking indemnification shall (1) notify the indemnifying party in writing of any claim or demand from a third party arising out of or related to any negligent or otherwise wrongful performance of this Agreement ( Claim ) as soon as practicable; (2) give the indemnifying party the opportunity and full authority to defend, settle, or participate in the defense or settlement of a given Claim; (3) provide the indemnifying party all reasonably requested assistance related to the indemnifying party s defense or settlement of a Claim (at the indemnifying party s full expense) Compliance with Procedures is Not Requirement for Indemnification. The failure of a party to notify the indemnifying party of a Claim; to give the indemnifying party the opportunity to defend, settle, or participate in a Claim; or to provide the indemnifying party with requested assistance shall

11 not relieve the indemnifying party of the indemnifying party s indemnification obligations except to the extent that the indemnifying party can demonstrate undue prejudice attributable to such failure Settlement Limitations. If the indemnifying party settles a Claim, the indemnifying party shall not settle in a way that imposes any obligation or liability on the indemnified party without the indemnified party s prior written consent, which shall not be unreasonably withheld. 13. Waiver of Damages. Salsa Labs is not liable, except as expressly provided by this Agreement or as required by law, to you or any purported third-party beneficiary of this Agreement for any damages, fees, or costs arising out of, or related to this Agreement, including without limitation, attorneys fees; damages from lost profits; the procurement of substitute goods; lost good will; and special, consequential, or incidental damages of any type and of any theory. This waiver of damages applies even if you have advised us of the possibility of such damages. Except for each party s indemnification obligations, in no event shall either party s total liability arising out of or related to this Agreement exceed the aggregate of the amounts paid or payable under this Agreement by either party to the other party. 14. Everything Else Definitions Competing Product. A Competing Product is any software, product, or other technology solution that offers similar functionality to the Salsa Platform, as well as any component of any software, product, or solution that offers similar functionality to the Salsa Platform. Similar functionality includes software, products, or solutions, or any components thereof, that provide functionality similar to one or more of the Salsa Platform s functions, services, technologies, or other features Confidential Information. Confidential Information includes any information created, developed, produced, or made known to one party ( the Receiving Party ) by the other party or its agents ( the Disclosing Party ), or otherwise through the Receiving Party s relationship with the Disclosing Party, that (1) the Disclosing Party designates or otherwise identifies as confidential or proprietary as described below, or (2) is automatically deemed confidential or proprietary because the nature of the information is such that the Receiving Party

12 should reasonably understand that the Disclosing Party desires or would desire to protect the information from unrestricted disclosure or use. Confidential Information includes information created, developed, produced, or made known to the Receiving Party prior to or after the execution of this Agreement, but not information created, developed, produced, or made known after the termination or expiration of this Agreement. Notwithstanding this definition, Confidential Information shall not include information that falls within the definition of Non-confidential Information provided below even if the information would otherwise meet the definition of Confidential Information Designated Confidential or Proprietary Information. Confidential Information includes any information that the Disclosing Party (1) marks proprietary, confidential, or with some other marking of like import; (2) identifies in writing at the time of transmittal to or receipt by either party as being proprietary or confidential; or (3) if orally or visually disclosed, identifies as proprietary or confidential either at the time of disclosure or in writing within thirty (30) days of such disclosure Confidential or Proprietary Information by Nature. Certain kinds of information are to be automatically considered Confidential Information even if the information is not marked or otherwise designated as confidential or proprietary, and regardless of how the information was transmitted or otherwise disclosed. Such types of Confidential Information include, but are not limited to, mailing or supporter lists; individual user, member, donor, constituent, or activist information; customer or potential customer information; financial information; business information, including methods, practices, suppliers, plans, and strategies; legal advice; sales and marketing data or plans; trade secrets, information on proprietary software, firmware, hardware, documentation, scientific information, technical information, and economic information, including, but not limited to, patterns, plans, compilations, program devices, formulae, designs, prototypes, methods, techniques, process, procedures, programs, or codes; notes, test results, development, or any other data, methods, or systems developed by the Receiving Party that pertain to or were based on Confidential Information; and any other information that

13 is not generally known to the public but that is created, developed, produced, or made known to the Receiving Party through its relationship with the Disclosing Party Net Revenue. Net Revenue is the gross amount that a Salsa Labs customer owes to Salsa Labs for fees less all applicable discounts or refunds Non-confidential Information. Notwithstanding the definition of Confidential Information provided above, information shall not be considered Confidential Information where that information, as formatted, categorized, or organized, was or is (1) in the public domain at the time of disclosure to the Receiving Party or thereafter enters the public domain through no fault of the Receiving Party, its employees, or its authorized agents; (2) rightfully disclosed to the Receiving Party by a third party and not in violation of the proprietary or other rights of any other party; (3) independently developed or owned by the Receiving Party; or (4) software code in either object code or source code form that is or becomes properly licensed to either the Disclosing Party or the Receiving Party pursuant to the GNU General Public License or the GNU Lesser General Public License (LGPL), but only to the extent the given software code is made available under the LGPL and not proprietary, nonlicensed, and/or confidential software code that is merely linked to or programmatically inherited using the LGPL-covered software code Opportunity. An Opportunity is the first fully executed and closed order for Salsa Labs services, including the use of the Salsa Platform, with a new Salsa Labs customer that resulted from a referral from you and was executed within six months of the date you referred the prospective new customer to Salsa Labs. Opportunities may not include existing prospective new customers to Salsa Labs that already known to Salsa Labs at the time you referred the prospective new customer to Salsa Labs Partner Sign-up Form. A Partner Sign-up Form is a separate document from this Agreement in which you and Salsa Labs described a specific partnership arrangement up to and including the entire Relationship between you and Salsa Labs. Your Relationship may be supplemented by the execution of additional Partner Sign-up Forms Salsa Labs Site. The Salsa Labs Site is Salsa Labs website,

14 Salsa Platform. The Salsa Platform is the system of tools, methods, hardware, software, security, and services that Salsa Labs provides and includes, but is not limited to, Salsa Market, the application program interfaces ( APIs ) that Salsa Labs has developed to allow third-party programs to interact with the Salsa Platform, the storage capacity to hold content, and the computer servers and software that publish web pages, deliver , and otherwise provide services for Salsa Labs customers Notices. All notices to you described in this Agreement will be deemed effective when sent to the address you provided on your Order Form. Any notice to us will be deemed effective when delivered to the physical address listed on our website ( for our corporate office, Attention: Legal Department Entire Agreement. This Agreement constitutes the entire agreement between you and Salsa Labs regarding the subject matter of this Agreement, namely, the Relationship, and specifically includes all of the terms incorporated herein as well as all Partner Sign-up Forms. This Agreement supersedes all prior proposals, agreements, and other communications between you and Salsa Labs, both oral and written, to the extent that the prior communications relate to the subject matter of this Agreement. By accepting this Agreement, you affirm that you fully understand this Agreement and believe it is fair and reasonable Survivability. All provisions that by their sense, context, or effect the parties intend to survive the termination of this Agreement shall survive the termination of this Agreement for any reason, including the confidentiality provisions set forth in this Agreement Severability. If a court finds that any provision or provisions of this Agreement are invalid or otherwise unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. A court may reform any provision deemed invalid or unenforceable in order to affect this Agreement s expressed intentions Governing Law. The laws of the District of Columbia shall govern this Agreement except as to choice-of-law principles, which shall be governed by this Agreement Legal Representation. Each party has had the opportunity to seek advice from independent legal counsel.

15 14.8. Assignment and Delegation. You may not assign your rights or delegate your duties under this Agreement without our prior written approval. Salsa Labs may assign its rights and delegate its duties under this Agreement to such successors in business, successors in interest, or licensees, as Salsa Labs may deem appropriate Third-party Beneficiaries. No company or person shall be a third-party beneficiary to this Agreement Independent Contractor. Each party is an independent contractor for the other party. This Agreement does not in any way create a joint venture, nor does it make you and Salsa Labs legal partners or create a principalagent relationship between us. Each party is specifically responsible for the payment of all appropriate taxes and fees arising out of each party s own performance of this Agreement. Neither party shall represent itself as the other party s agent or act in any other manner inconsistent with its status as an independent contractor for the other party. Effective: 11/2/11