Integration Partner Agreement
Definitions
For the avoidance of doubt and for clarity in this Agreement, the following terms shall have the meanings assigned herein:
"Agreement" refers to this Integration Partner Agreement, acknowledged and accepted by the Integration Partner by selecting the appropriate checkbox on the Company's website.
"Effective Date" indicates the date on which the Integration Partner acknowledges and agrees to this Agreement.
"Company" is identified as AppleButter LLC, a limited liability company with its principal place of business located at 11902 Weinbender Rd., Brownsville, MN 55919.
"Integration Partner" refers to the person or entity that signifies their acceptance of this Agreement by selecting the corresponding checkbox on the Company's website, thereby enrolling in the Integration Partner Program.
"Party" or "Parties" shall refer to the Company and/or the Integration Partner individually or collectively, as the context of this Agreement may require. The precise interpretation shall be dictated by the context in which the term is employed within this Agreement.
Scope
Integration Partner will directly transact software sales and, depending what Integration Partner chose to do when signing up for the program, might do software installations, training, configuration, or provide software support to Integration Partner's customers. Integration Partner will be given discounted rates on Company software subscriptions and Integration Partner can set its own pricing when reselling to their customers.
Discount Rates
Integration Partner will receive an in-house copy of Company software. Integration Partner�s purchase discount rate for Company software licenses is determined by Integration Partner's service level and is calculated as follows:
It starts at 30% and increases incrementally based on the additional roles Integration Partner will undertake:
- If Integration Partner takes care of installations: +5%
- If takes care of training: +5%
- If takes care of product support: + 10%
Integration Partner's license cost will be calculated based on the then-current published price on Company website, minus Integration Partner's discount rate. If Company runs a limited time special, Integration Partner's cost per license will be adjusted accordingly for any sales Integration Partner makes during that time.
Integration Partner's Pricing
Company lists its Suggested Retail Pricing (SRP) on Product website and encourages Integration Partner to resell to its own customers at SRP, however, it is not mandatory. Integration Partner may resell at any price. At the sole discretion of Company, it may send referrals to Integration Partner.
Billing
All customer billing is responsibility of Integration Partner. Company will bill Integration Partner on the first day of each month for all of the Parties' mutual end users. Company's combined single invoice will include individual line items for each of the Parties' mutual end users. In the case that any customer chooses to no longer work with Integration Partner's organization, Company will: (a) discontinue billing Integration Partner for that customer, and (b) terminate the software license that was issued to that customer.
Payments & Late Fees
To ensure timely payments, Company requires that all payments are automated and made via a credit card on file. In the case that Integration Partner fails to make timely payments on any Company's invoice, Company will send late payment notifications after the Integration Partner has been delinquent for two weeks or more. After that, unpaid balances will incur a late fee of 1.5% per month or the highest rate allowed by law, whichever is smaller. In the event that Integration Partner account has been delinquent for more than 45 days, Company reserves the right to terminate this Agreement and all licenses issued to the Integration Partner's customers. If Integration Partner has a customer who fails to pay, Integration Partner must notify Company as soon as possible so that it can invalidate such customer's license, disabling the software.
Customer Issues
•Main Point of Contact. Integration Partner agrees to be the main point of contact with Integration Partner's customers regarding Company software issues.
•Customer Complaints. If Integration Partner's customer contacts Company with a concern over Integration Partner's service level, Company will notify Integration Partner of the complaint within two business days, and Company expects Integration Partner to resolve the issue within two weeks. If the customer complaint is not resolved, and the customer continues to contact Company regarding the concern, after the two week resolution period, Company reserves the right to cancel the customer's license, at which time Company will discontinue billing Integration Partner for that customer.
•Customer Ceases to Use Software. If Integration Partner's customer notifies Integration Partner that customer no longer uses Company software, Integration Partner must notify Company via email as soon as possible. This notification will cause Company to cancel the customer's license and cease billing Integration Partner for that license at the end of the current billing period. (E.g., if the customer gives Integration Partner notice on the 10th, their license will be valid until the end of the month. There will be no proration.)
• Company Support. Integration Partner's customers shall contact Integration Partner first for support for Company products. If the Integration Partner's agreement with Company obliges it to provide support for its products for Integration Partner's customers, Integration Partner should forward the incident to Company via email or phone. Company will keep Integration Partner apprised of the incident's status. Integration Partner should provide assistance to Company to resolve the incident. Company will attempt to respond to support requests within 4 business hours.
Taxes
Integration Partner shall be responsible for payment of all taxes to which the Commission is subject. Integration Partner agrees to indemnify and hold Company harmless against any taxes, including penalties, duties and interest levied by any government on the Commission.
Intellectual Property
Company retains all of its IP ownership rights to its logo, registered and unregistered trademarks, software, other products, services, related documents and materials. Integration Partner cannot use any Company IP, for marketing purposes or otherwise, without first obtaining Company's express prior written approval. Likewise, Company shall seek Integration Partner's written approval prior to using its IP in Company's advertising or otherwise.
No Other Rights
No other rights or licenses are granted to Integration Partner under this Integration Partner Agreement. Both Parties must abide by all applicable laws. This Agreement is non-exclusive, and shall in no way limit either Party's right to sell directly or indirectly any product or service to any of its current or prospective clients in any territories.
Non-Circumvention
Each Party hereto will learn the names, telephone numbers, and email addresses of customers, business partners, affiliates, investors, borrowers, lenders, agents, or banks of the other Party, hereinafter called "Contacts." Each Party acknowledges, accepts and agrees that the identities of the Contacts will be recognized as exclusive and valuable assets and trade secrets of the disclosing Party. Each Party agrees to keep confidential the names of any Contacts, and not directly or indirectly contact, negotiate or deal with any of the Contacts without a written permission from the disclosing Party to do so for the term of this Agreement, and two (2) years thereafter. Notwithstanding the foregoing, if a customer leaves Integration Partner's service and wishes to continue licensing Company products directly through Company, it has a right to allow it.
Non-Solicitation of Personnel
During the term of this Agreement and for a period of one (1) year thereafter, each Party hereto will not directly or indirectly solicit the services of the other Party's employees or consultants.
Indemnity
Each Party will defend, indemnify and hold the other Party harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action that is based on a claim that any services performed as a result of this Agreement infringe, misappropriate or violate such third party's rights or any applicable law.
Disclaimer of Warranty
PARTIES MAKE NO WARRANTIES AND REPRESENTATIONS TO EACH OTHER OR ANY THIRD PARTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS AGREEMENT.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL EITHER PARTY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE COMMISSION RECEIVED FOR THE QUALIFYING TRANSACTION.
Term and Termination
This Integration Partner Agreement will commence on the Effective Date and will continue until such time that there are no customer sales transacted for the period of 1 year, or either party chooses to terminate the agreement, upon seven days' written notice to the other Party. Termination of the Agreement shall not affect either Party�s payment obligations incurred prior to the termination date. If Company terminates the Agreement, it will cease all billing of Integration Partner at the end of the current month. In addition, Company will cancel all licensing for Integration Partner's customers at the end of the same month. If Company notifies the Integration Partner of termination of the Agreement after the 20th of a given month, the Agreement will remain in force until the end of the following month.
If the Integration Partner terminates the Agreement, Company will be entitled to the same consideration. If the notice is given past the 20th of a given month, billing and licenses will continue to be valid until the end of the following month.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles that would result in application of any other law. Any legal action or proceeding arising under this Agreement will be brought in the courts located in Minnesota, and the Parties irrevocably consent to the personal jurisdiction and venue therein.
General
The Parties are independent contractors. This Agreement does not confer any rights upon any third party. No waiver of any condition or covenant contained in this Agreement or failure to exercise a right or remedy shall imply or constitute a waiver of the same or any other condition, covenant, right or remedy contained herein. If a competent authority declares any provision of this Agreement invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
