Partner Agreement

Partner Agreement Loopify as – published Nov 29th 2018

1. Introduction

This Loopify Partner Agreement regulates requirements and benefits for Loopify Partners (“You” and “Partner”), and describes the business relationship between Loopify as, (“we”, “us”, “our” and “Loopify”) and our Partners. By applying for and participating in the Loopify Partner program, you agree to this Agreement

2. Eligibility

In order to enter into this Agreement, you must comply with the Loopify Terms of Use (www.loopify.com/legal/terms) and warrant that you have all sufficient rights to enter into this Partner Agreement on behalf of your company, and the permission to allow us to use prospect data as described in this Agreement. You also warrant that you have the sufficient rights to use and to grant to us our right to use your trademarks and logo in connection with the Partner Program.

3. Access to promote and sell Loopify Products

Subject to approval of your Loopify Partner application and to the limitations described in this Agreement, we grant you a non-transferable, non-exclusive right to promote and provide access to the Loopify Products to your prospects, provided that the Prospects agree to the Loopify Terms of use. Prospects that enter into an agreement with Loopify are described as Customers.

4. Revenue Share

You will receive a revenue share based on the Net Revenue that is actually paid to us based on: 100% of license fees and 25% of credit purchase fees for your customers, later described as Partner Sales value. Net Revenue shall be calculated net of any discounts, taxes payable and refunds not due to a contract breach by Loopify. You will not receive revenue share for other products or services we offer, like implementation, customisation, training or consultancy

You will receive your Revenue Share (Partner Sales value multiplied with your Revenue Share percentage depending on your Partner Tier level as described below) within 45 days after the end of each fiscal quarter based on your Partner Sales value during the quarter. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

You will not receive Revenue Share or any other compensation from us if such compensation is disallowed or limited by law or regulation in Norway or the laws or regulations of your jurisdiction, or if the Customer objects to or prohibits such compensation, or if the Customer is registered as a Loopify Partner

We are not obligated to pay more than one Revenue Share for any given Customer and we may apportion a Revenue Share if more than one of our Partners has contributed to the close of a sale or provide the Revenue Share to the partner that actually secures the business with the Customer, regardless of which Partner registered prospect.

5. Revenue Share percentage based on Partner Tier

Partners bringing in at least $500 in new monthly Partner Sales value in total during the last fiscal quarter or having at least $2500 of monthly Partner Sales value will be awarded the Platinum level which equals to 25% Revenue Share percentage. Partners bringing in at least $200 in new monthly Partner Sales value the last fiscal quarter or having at least $1000 of monthly Partner Sales value will be awarded the Gold level (20% Revenue Share percentage). Other partners will be awarded the Silver level (15% Revenue Share percentage).

6. Partner requirements

You will keep an active paid Loopify license for your own company to maintain your status as a Loopify Partner and will comply with the training and onboarding policies as described in the Partner Program overview ( www.loopify.com/partner ).

To qualify a prospect for Revenue Share, you must register the prospect in the Loopify Partner Portal. To register a prospect, you must provide at least the following information about the prospect: contact name and email, and company name, country and web page URL. If a prospect does not purchase a Loopify License within 12 months after it was registered, you will need to complete the registration process again in order to re-qualify the prospect.

We generally will accept a prospect that is a new potential customer and is not involved in our active sales process and is not your affiliate. We may in our own discretion choose not to accept a prospect.

7. Prospect volume limitations

You will be able to register a limited amount of prospects based on your Partner Tier: A Silver Tier Partner can register up to 20 prospects. A Gold Tier Partner can register up to 50 prospects. A Platinum Tier Partner can register up to 100 prospects. Your capacity is updated automatically on a quarterly basis. Contact us if you need and are entitled to an earlier upgrade.

8. Contract and payment options

A Prospect can become Customer by entering into a contract directly with us, or by you placing an order on behalf of the Prospect, which means that you agree to be responsible for the order placed and to guarantee payment of all fees on behalf of the Customer regardless if the Customer pays you.

All Customers must accept our Terms regardless if the contract is between Loopify and the Customer, or if you have entered into the contract on behalf of the Customer. If you purchase a subscription for a Customer, such subscription may be used only for the Customer for which it was originally purchased, and it may not be repurposed for or reassigned to an alternate Customer.

9. Taxes applicable to Revenue Share

You are responsible for payment of all applicable taxes related to the Revenue Share. VAT will be added to the payment for Norwegian Partners. All other Partners will receive Revenue Share without added VAT. This is subject to changes by law.

10. Trademarks

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks and logo in connection with the Partner Program.

We grant you a nonexclusive, non-transferable, royalty-free right to use our trademark and logo in connection with the Partner Program. You must not use our trademark in a way that implies we endorse your services, or use our trademark in violation of law or in connection with an indecent or unlawful activity

11. Proprietary Rights

Intellectual property laws protect the Loopify Software. The Loopify Software belongs to and is the property of Loopify. We retain all ownership rights to the Loopify Software. You agree not to copy, rent, lease, distribute, sell or create work derived on the Loopify Software in whole or in part.

The Customer retains the right to access and use the Loopify license associated with the Customer regardless of whether you placed the order with us for a Customer or made or make payments for the Customer. The Customer will own and retain all rights to the Customer Data (subscriber data and content added to the Customers Loopify license).

12. Non-exclusivity

This Agreement does not create any form of exclusive agreement between you and us, and both parties are entitled to recommend and work with other suppliers of similar products or services.

13. Term and Termination

We may update and change any part of this Agreement. Updates will be posted at www.loopify.com/legal/partners and will become effective the next business day. You will also be notified by email or in writing of such changes. If you do not agree with the new Agreement, you must notify us in writing within 30 days after the notification, and this Agreement will terminate 90 days after we receive this notice. Our relationship will continue to be governed by the latest version of this Agreement prior to modification for the remainder of the Agreement term.

Both you and we may terminate this Agreement without cause on 90 days written notice. We may terminate this Agreement and/or suspend your or the Customers access to the Loopify Products immediately upon a materiel breach of this Agreement or non-payment of any amount due to us if such amount remains unpaid 15 days after notice, or if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or if we determine that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers. You are not eligible to receive a Revenue Share after expiration of this Agreement.

Upon expiration, the Partner Portal will no longer be available and you will no longer be able to access your registered Prospects. You will immediately discontinue all use of our trademark. Termination or expiration of this Agreement shall not cause your or a Customers subscription agreement to be terminated.

14. Confidentiality

By entering into this Agreement you will also accept our Non-Disclosure Agreement, see www.loopify.com/legal/nda.

15. Compliance with laws

You represent and warrant that your use of Loopify will comply with all applicable laws and regulations, and are responsible for determining whether use of Loopify are in conflict with any regulations or laws in the market you operate in and/or send communication to, like the EU Data Privacy Laws, HIPAA or GLB. Loopify will not be liable if you use our service in a way that does not comply with the legal regulations.

You will take all reasonable steps to ensure that Customers do not use Loopify in violation of the Terms of use or any applicable law and regulation. If you discover or have reason to believe that any Customer is using Loopify in violation of the Terms of Use, then you will immediately notify us in writing.

You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

If you are located in the EU/EEA or Switzerland or process data on behalf of EU/EEA and Swiss individuals, you warrant that you have express consent from all subscribers to transfer any form of subscriber data to Loopify and that you have collected, stored and used all data in compliance with all data protection laws and regulations that applies in the country you are located in and in the countries you send to. You will clearly describe in writing how you plan to use any data you collect, store and process, including use of these data in Loopify, and that you will comply with your privacy policy. You also warrant that you have the necessary permission to allow Loopify to receive and process data and send communications to that individual on your behalf.

16. No warranties

To the maximum extent permitted by law, Loopify disclaims all warranties, express or implied, including but not limited to warranties of fitness for any particular purpose, merchantability or non-infringement. The service is delivered “as is” and “as available”. We do not warrant that the service is error free and we do not warrant any kind of result by using the service. All use of our service is at your sole risk. Loopify is not responsible for the behaviour of any Users or the behaviour of any external entity or person, and disclaims any warranties that are made by others on our behalf.

17. Limitation of liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of our service. Loopify and our Providers shall under no circumstances be liable to you or any other person for any loss or damage that results from your use of our service, including but not limited to indirect, punitive, special or consequential damages, loss of data, loss of profit or revenue, failure to achieve expected opportunities or savings, even if they are based on negligence or we have been advised of the possibility of those damages. Our total liability for all claims made about the service or Partner Program in any month will be no more than that total Revenue Share associated with the affected Customer the same month.

18. Indemnity

You will indemnify and hold Loopify (and our officers, directors, employees, agents, service providers, licensors, and affiliates) harmless from any losses including attorney fees that result from claims that are not allowed under this Agreement or our Terms of use, and any third party claims that results from use of Loopify that violate this Agreement or our Terms of use.

19. Charge of attorney fees

We are entitled to recover a reasonable fee to cover cost from attorneys and time spent by our Providers if we have to provide information in response to a subpoena or if we prevail in a legal action against you due to breach of these Terms.

20. Assignments

You may not assign any of your rights under this agreement to anyone else without a written approval from Loopify. We may assign our rights to any other individual or entity at our own discretion.

21. Choice of Law

Any disputes or litigation between you and Loopify relating to these Terms and your use of the Service will take place in The Norwegian Court in Oslo, Norway.

22. Force Majeure

Loopify will not be liable for any failure or delay on any part of our Service for the period that such failure or delay is beyond our reasonable control and could not reasonably have been foreseen or provided against. This includes but is not limited to war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or impeding us from performing our obligations under these Terms.

23. Survivability and severability

The following sections of these Terms will continue to apply even if the agreement is terminated: Proprietary Rights, Compliance with laws, No warranties, Indemnity, Choice of Law.

24. Notices

Notices to us are regarded as effective when sent to the following address: Loopify as, PO Box 75, 1325 LYSAKER, NORWAY Attn: Legal Department. Notices from us are effective when sent to your registered email for your user account or sent to the physical account address you have registered in Loopify.

View prior version of our Partners

Partners updated February 3rd 2018