Partner Terms of Service

Referral Partner Agreement

This Referral Partner Agreement (“Agreement”) is entered between Copper CRM, Inc., a Delaware corporation (“Copper”) and the entity accepting this Agreement (“Partner”) and establishes the terms and conditions for Partner’s participation in Copper’s Referral Partner Program (the “Program”). This Agreement is effective as of the date accepted by Partner.

1. Definitions

Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement.

1.1 "Brand Features" means Copper’s trade names, trademark, service mark and/or logos.

1.2 "Advertising Content" means Copper’s sales and marketing collateral, web collateral, text ads, banners, and other marketing content.

1.3 "Commissionable Product(s)" means Copper’s commercially available products set forth on the Copper Site and identified to Partner in writing, excluding any upsells, consulting services, training, third party products and services, professional services, and renewals.

1.4 "Copper Site" means Copper.com and all associated web properties.

1.5 "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

1.6 “Subscriber” means a paying user with an active, paid in full subscription plan that was registered by Partner as a Prospect in accordance with the terms set forth herein and that purchases Commissionable Products directly from Copper.

1.7 “Prospect” means a user or potential user that (i) was referred by Partner, (ii) is considering a paid subscription to Commissionable Products, (iii) is not an existing or previous Subscriber or subject to trial subscription, (iv) is not currently in a pre-existing sales process with Copper independent of Partner, (v) meets Copper’s credit requirements, (vi) is not on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or is located in a country that is subject to a United States trade embargo, or that is deemed a terrorist supporting country by the United States.

1.8 “Commissionable Lead Referral Revenue” means the amounts actually received by Copper by a Subscriber for the first year of a subscription to a Commissionable Product, excluding taxes.

1.9 “Partner Platform” means software tool(s) that Copper makes available to Partner to participate in the Program. Use of the Partner Platform includes, but is not limited to, acceptance of the Agreement, submission of Prospect(s), tracking link provision, manage referral payments, and other activities related to the Program.

1.10 “Territory” means worldwide.

2. Obligations and Restrictions

2.1 Appointment. Copper appoints Partner as a non-exclusive partner in the Territory. Partner agrees to have sufficient knowledge of Copper’s products and services to introduce Copper to Prospects.

2.2 Brand Feature Restrictions. Partner agrees to refrain from: (a) purchasing and/or using domain name(s) that incorporate any portion of the Brand Features; (b) purchasing any search engine keywords that outrank and/or outbid any of the Brand Features; and (c) identifying web properties as an "official site.” All use of Brand Features is subject to Copper’s prior written approval.

2.3 Pricing. Copper will establish all pricing and associated fees for Commissionable Products. Copper may, in its sole discretion, change or modify such pricing and fees without notice. Copper reserves the right to modify Commissionable Products and cease production or support of any Commissionable Product.

2.4 Standards. Partner will act with the highest degree of ethical standard and avoid even the appearance of impropriety. Partner will comply with all applicable laws and regulations including without limitation those prohibiting bribery, kickbacks, corruption, conflict of interests or unfair competition in the private and public sectors. For the avoidance of doubt, Partner expressly undertakes not to, directly or indirectly (i) offer, promise, attempt to make or make any facilitating payment or any other payment or benefit in connection with this Agreement for the purpose of inducing any customer, customer employee, government or government official to act or refrain to act in a manner that may give Copper an unfair business advantage; or (ii) solicit or obtain any payment or benefit from any customer, customer employee, government or government official for its advantage or the personal advantage of its personnel. Furthermore, Partner will not promise, attempt to give or give any gift, directly or indirectly, except for logo items or beverage, food and entertainment of a nominal value. Finally, Partner will immediately inform Copper should it be solicited by any third party for any payment, benefit or gift as described above.

3. Referrals

3.1 Submission of Prospects. Partner will submit each Prospect to Copper using the Partner Platform specified by Copper from time to time.

3.2 Acceptance of Prospects. Within a reasonable period of time following the Partner’s submission of a proposed Prospect, Copper will notify Partner through the Partner Platform if Copper rejects the Prospect. The registration of each accepted Prospect will remain in effect for a period of 90 days. If the Prospect does not become a Subscriber within such 90 day period, and Copper does not extend the validity period (which Copper may do at its sole discretion), the registration will be deemed expired and no fees will be due to Partner, even if such Prospect later becomes a Subscriber.

3.3 Pursuit of Prospects by Copper. The method of engaging with Prospects will be determined by Copper in its sole discretion: provided, however, that Partner will, upon request, actively support Copper in the sales process with proposed Prospects.

4. Referral Payments

Subject to the Partner’s compliance with all terms and conditions of this Agreement, Copper will pay the Partner a percentage of Commissionable Lead Referral Revenue as provided in the Partner Platform. Any payments due under this Agreement will be payable net thirty (30) days from the date Copper receives payment from the Subscriber. Partner will be solely responsible for all tax liability arising out of the accrual or receipt of fees under this Agreement. Each party will be responsible for its own expenses and fees associated with participation in the Program.

5. Reservation of Rights

Copper reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Copper retains all right, title, and interest in and to the Brand Features, the Advertising Content, and the Commissionable Products and all modifications and derivative works thereof.

6. Term; Termination

This Agreement is effective for one year following the Effective Date and will automatically renew for subsequent periods thereafter. This Agreement may be terminated by either party (i) for convenience with thirty (30) days prior written notice or (ii) with fifteen (15) days prior written notice if the other party breaches this Agreement and fails to cure such breach following notice of such breach within such fifteen (15) day period. Upon termination or expiration of the Agreement: (a) all licenses granted herein will terminate; (b) Copper will pay Partner any accrued and unpaid Fees in accordance with the terms set forth herein, and (c) Sections 5, 6, 8, 9, 10, 12, and 13 will survive.

7. Modification

Copper may modify the Program or this Agreement by providing notice to Partner (which notice may be provided by electronic means such as email or through the Partner Platform).

8. Disclaimer

THE COMMISSIONABLE PRODUCTS, THE PROGRAM AND ANY SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITH NO WARRANTY, AND COPPER EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING COMMISSIONABLE PRODUCTS OR THE PROGRAM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, COPPER MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF COMMISSIONABLE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, AND COPPER WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. COPPER WILL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF PROPOSED PROSPECTS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF COMMISSIONABLE PRODUCTS.

9. Confidentiality

9.1 Confidential Information. Each party agrees that it will not disclose to the other party any confidential information that is not reasonably necessary to the relationship between the parties as set forth in this Agreement. Notwithstanding the foregoing, during the term of this Agreement, Copper and Partner may be exposed to certain information that is confidential to such party and is not generally known to the public, such confidential information includes, but not limited to (i) quantities, dollar volumes, and revenues of products and services, (ii) the terms of this Agreement including, without limitation, pricing terms, (iii) trade secrets, product plans, or designs related thereto, (iv) business plans, sales plans, financial information, and (v) future development plans, information regarding partnership programs. Each party agrees, respectively, that during the term of this Agreement and for two (2) years thereafter (and perpetually in the case of trade secret information), that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information without the prior written consent of the other party, except to employees, agents, contractors and like entities solely as required to fulfill the purposes of this Agreement and provided any such third parties agree to be bound by the confidentiality obligations under this Agreement. Copper and Partner agree that they will safeguard the confidential information which each party may receive from the other party for the period set forth above with the same degree of care used to protect its own information of a like nature.

9.2 Exceptions. The confidentiality obligations between the parties will not be applicable to any information: (i) which is in the public domain or which becomes part of the public domain through no fault on the part of the receiving party; (ii) which is known to the receiving party prior to the disclosure thereof by the disclosing party, as established by documentary evidence; (iii) which is lawfully received by the receiving party from a third party who provided such information without breach of any separate confidentiality obligation owed to the disclosing party; (iv) which is disclosed by the disclosing party to any third party without restriction on further disclosure; and (v) which is independently developed without use of or reference to disclosing party’s confidential information as established by documentary evidence.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, COPPER’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAYABLE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE TIME THE CLAIM AROSE.

11. Authority

Each party represents and warrants that (i) it has all requisite corporate power and authority to enter into this Agreement and (ii) this Agreement has been duly authorized.

12. Relationship of Parties

Partner is not an agent or legal representative of Copper for any purpose and has no authority to bind or commit Copper. Additionally, Partner has no authority to make any commitment on behalf of Copper with respect to quantities, delivery, modifications, interfacing capability, suitability of software, or suitability in specific applications. Partner has no authority to modify warranties offered by Copper for Commissionable Products.

Partner will not represent itself or imply that Partner is an agent or branch of Copper. Partner will immediately discontinue any representation or business practice immediately upon notice from Copper.

The Partner agrees not to directly or indirectly solicit for employment or engagement any Copper employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement. Both the Company and Partner acknowledge that any public job posting, or public solicitation not directed specifically to this person shall not be deemed a solicitation for purposes of this provision.

13. Miscellaneous

This Agreement will be interpreted in accordance with the laws of the State of California without reference to conflicts of laws provisions. The parties agree to exclusive venue in San Francisco, California. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Copper and Partner with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Copper and Partner with respect to the subject matter hereof. Neither party may assign this Agreement without the other party’s prior written consent, provided that Copper may assign this Agreement in connection with a merger, acquisition, asset transfer, or corporate reorganization. This Agreement may not be modified or amended without the prior written consent of both parties. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assigns. Any notice under this Agreement will be given in writing and will be deemed effective to the party to be notified: (i) upon confirmed receipt by personal delivery or e-mail; (ii) one (1) business day following deposit with an overnight courier; or (iii) three (3) business days after deposit with U.S. certified mail. Notice will be addressed to each party at the location specified in the preamble of this Agreement (as may be updated by either party upon written notice to the other).