Published May 20th, 2022
This Loopify Partner Agreement regulates requirements and benefits for Loopify Certified Agency 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
You will receive a revenue share based on the Net Revenue paid to us for our main license fees. 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 a revenue share for other products or services we offer, like implementation, customization, training, or consultancy.
We are not obligated to pay 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
the Customer objects to or prohibits such compensation
the Customer is an existing Loopify Customer or have been the last six months
the Customer is involved in our active sales process
the Customer is an affiliate of your company
We are not obligated to pay more than one revenue share for any given Customer. We may apportion a Revenue Share if more than one of our Partners has contributed to the close of a sale or provided the Revenue Share to the Partner that actually secures the business with the Customer. We may, at our own discretion, choose not to accept a Customer.
Loopify offers both wholesale and direct invoicing, and you are free to select invoicing model per registered Customer.
If wholesale invoicing is selected, licenses and other costs associated with the end customer will be invoiced from Loopify to you. You agree to be responsible for the order placed and to guarantee payment of all fees on behalf of the Customer regardless of if the Customer pays you.
If direct invoicing is selected, Loopify will invoice the Customer directly. Your Revenue Share will be paid out the latest 14 days after the end of each fiscal quarter provided a minimum level of $50 using the payout service Wize. This requires that you register your IBAN. Loopify covers costs issued from Wize. We will not cover any further cost from your bank or other institutions that your bank uses related to the transfer of the Revenue Share. You may, at any time before the payout is made, transfer the Revenue Share balance to your “pre-paid credit” balance in Loopify. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
The Revenue Share percentage will be described in the Partner portal. Adjustments to the Terms will be published on the Partner portal and communicated actively with existing Partners. Changes in the Terms will apply for new Customers registered after the new Terms take effect.
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 ).
We also require that at least one of your employees completes our free online Agency Partner course within the first three months to be able to keep running your partner program. The course can be completed in a few hours, and only the employees that are Loopify users can take the course.
To qualify for Revenue Share, you must register the Customer (for wholesale pricing) or send an invitation to the Customer to create their account (for direct invoicing) using the Loopify Partner portal.
Invites should only be sent where you already are in agreement with the Customer that the Loopify account should be created. Invites are not meant for and should not be used to generate referrals. You can have a maximum of 5 pending invites. If invites are created by mistake, get in touch with email@example.com for help to delete the invite.
All Customers must accept our Terms regardless of 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.
You are responsible for the 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.
You grant 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.
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 from 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).
This Agreement does not create any form of an exclusive agreement between you and us, and both parties are entitled to recommend and work with other suppliers of similar products or services.
We may update and change any part of this Agreement. Updates will be posted at www.loopify.com/legal/partners and will become effective in the next business day. You will also be notified by email or in writing of such changes. If you disagree 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 material 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 the 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.
By entering into this Agreement, you will also accept our Non-Disclosure Agreement, see www.loopify.com/legal/nda.
You represent and warrant that your use of Loopify will comply with all applicable laws and regulations and are responsible for determining whether the 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 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.
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 behavior of any Users or the behavior of any external entity or person and disclaims any warranties that are made by others on our behalf.
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.
We are entitled to recover a reasonable fee to cover the 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 legal action against you due to breach of these Terms.
You may not assign any of your rights under this Agreement to anyone else without written approval from Loopify. We may assign our rights to any other individual or entity at our own discretion.
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.
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.
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.
Notices to us are regarded as effective when sent to the following address: Loopify AS, Madserud allé 34, 0274 Oslo, 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 termsPartners updated February 3rd, 2018