Master Partner Agreement

BY CLICKING THE “I ACCEPT” BOX DISPLAYED AS PART OF THE TAD SOFTWARE PARTNER APPLICATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “MASTER AGREEMENT”) GOVERNING THE TAD SOFTWARE PARTNER PROGRAM (THE “PROGRAM”). UPON TAD SOFTWARE’S ACCEPTANCE OF YOUR APPLICATION TO BECOME A PARTNER (“PARTNER”), YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE BEEN GIVEN ALL NECESSARY LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE PROGRAM. THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE THAT TAD SOFTWARE NOTIFIES YOU IN WRITING (SUCH WRITTEN NOTICE MAY BE VIA EMAIL) THAT YOU HAVE BEEN ACCEPTED INTO THE PROGRAM.

This Agreement governs Partner’s enrollment and participation in the TAD Software Partner Program. You represent that you have read and understand all of the provisions of this Agreement. You must accept this Agreement before you can participate in the Program. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. You agree that this Agreement is the complete and exclusive statement of our Agreement relating to the Program and supersedes all prior agreements and other communications relating to the program.

General. This Master Partner Agreement (“Agreement”) is made effective as of the date that Partner is notified in writing (such written notice may be via email) that you have been accepted into the Program and that such agreement is between Infusion Software, Inc. (“TAD Software”) and Partner.
Program. This Agreement includes the master partner terms and conditions that will govern each TAD Software Partner Program (each, a “Program”) described in a Program addendum (each, a “Program Addendum”) signed by Partner and TAD Software and that is either attached to or makes reference to this Agreement.
Term. This Agreement is effective from the Effective Date until 30 days written notice is given by either party to terminate the Agreement.
Benefits. For each Program described in a Program Addendum, Partner will have access to certain specified benefits (“Benefits”) as outlined in such Program Addendum, which may be related to specified TAD Software offerings and services and may be offered in exchange for corresponding fees. TAD Software will use reasonable commercial efforts to provide the Benefits, but reserves the right to change any Benefit offered or provided under the Program upon 30 days’ prior written notice. Benefits may include access to TAD Software software solutions (the “Solutions”), access to certain technical support services and/or technical information and bulletins and other technical content (“Technical Services”), and access to TAD Software websites. Access to these resources is governed by TAD Software’s applicable licenses and terms of use that accompany such products or services, as modified from time to time by TAD Software.
Modifications by TAD Software. Upon 30 days’ prior notice to Partner, TAD Software, in its sole discretion, reserves the right to modify the terms of a Program, Benefits and/or TAD Software’s lead submission policies and procedures. Such changes will become effective at the end of the notice period. Partner’s continued participation in a Program following such notice will constitute acceptance of the change. If a modification is unacceptable to Partner, Partner’s only recourse is to terminate its participation in the Program within 30 days of such notice, whereupon its participation in the Program will be cancelled.
Training/ Services. Benefits may include various training programs or additional services offered by TAD Software from time to time. Such programs are subject to availability and may be subject to additional fees.
Trademarks, Intellectual Property, Confidential Information
1. Trademarks. TAD Software grants Partner a non-exclusive, non-transferable, limited license to use those TAD Software trademarks, logos, and related images (collectively, “Marks”) provided under a Program to exercise the rights granted to Partner under the Program. TAD Software may revoke this license at any time in its discretion. Partner’s use of the Marks shall conform with any published TAD Software trademark usage guidelines, as developed and amended by TAD Software from time to time, and all use by Partner of the Marks shall inure to the benefit of TAD Software. TAD Software’s trademark usage guidelines can be found at http://www.TAD Software.com/legal-stuff/trademark-usage.
2. Confidential Information. As used in this Agreement, “Confidential Information” means any and all data and information of a confidential nature, either marked as such or that the receiving party knows or should know that the other party regards as confidential, including, but not limited to, End User Data (as defined below), business practices, software, technical information, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans, or projects. “End User Data” means any data, information, or other materials of any nature whatsoever, provided to a party by an end user of the TAD Software Solutions, including any data otherwise captured or generated by such Solutions. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Neither TAD Software nor Partner shall make use of, disseminate, or in any way disclose the other party’s Confidential Information (including End User Data), except to the extent necessary for its performance under a Program. Each party shall treat Confidential Information with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care, and may disclose Confidential Information only to those of its employees and consultants who need to know such information and who have previously agreed in writing to be bound by terms and conditions at least as protective of such Confidential Information as are these terms and conditions. The receiving party’s obligations under this section will not apply to information that such party can document:
  1. is or becomes generally available to the public through no fault or breach of such party;
  2. was in such party’s possession free of any obligation of confidence at the time it was communicated to such party by the disclosing party, or at a later time is rightfully received by such party from a third party without restriction and without breach of any obligation owed to the disclosing party; or
  3. Was developed by employees, agents, or consultants of such party independently of and without reference to any information communicated to such party by the disclosing party.
Term and Termination
1. General. The term of a Program is set forth in the Program Addendum. If not set forth in the Program Addendum, the term of a Program coincides with the term of this Agreement. TAD Software, in its sole discretion, may terminate this Agreement, a Program or Benefit without cause upon 30 days’ prior written notice to Partner. In addition, if either party breaches a material term of this Agreement or a Program Addendum, the other party may terminate this Agreement if the breaching party does not cure such breach within ten (10) calendar days after receiving written notice of such breach. Upon termination or expiration of this Agreement, all Programs and Benefits shall similarly terminate and all related licenses to any and all TAD Software Solutions, Technical Services, Confidential Information or Marks made available as a result of this Agreement or the Program shall terminate, and all such materials and tangible embodiments thereof shall be returned or destroyed. The termination or expiration of any particular Benefit shall not result in the termination of the Program or any other Benefits in existence as of such termination date, unless expressly so provided.
2. Survival. All provisions herein relating to confidentiality, intellectual property and indemnification shall survive expiration or earlier termination of this Agreement or any Program Addendum for any reason.
Limited Warranties
1. By Partner. Partner warrants that it will:
  1. perform its obligations hereunder and otherwise conduct its business in a manner that reflects favorably upon TAD Software, the Solutions and the Marks; and
  2. refrain from deceptive, misleading or unethical business practices of any kind.
2. By TAD Software. TAD Software warrants that it will use reasonable commercial efforts to provide the Benefits in a professional manner. Any Solutions and Technical Services provided by TAD Software are subject to the warranty provisions contained in the separate TAD Software published terms of use for such items.
3. Except for the foregoing limited warranties, and to the maximum extent permitted by law, TAD Software disclaims all other warranties, express, implied, or statutory (including warranties of merchantability, fitness and non-infringement), related to the benefits, solutions and services provided under a program addendum. Neither Partner, nor any of its employees or agents, has any right to make any representation, warranty, or promise to any third party on behalf of TAD Software that is not (a) contained in TAD Software standard published terms, or (b) specifically authorized in writing by TAD Software.
Indemnity.
1. By TAD Software. TAD Software shall defend, indemnify and hold Partner harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Partner by a third party alleging that the authorized use of the Program, Solutions or Benefits, as contemplated hereunder, or any content originating with TAD Software and published by TAD Software on the TAD Software Marketplace infringes, misappropriates or violates any intellectual property rights of a third party; provided, that Partner (a) promptly gives written notice of the Claim to TAD Software; (b) gives TAD Software sole control of the defense and settlement of the Claim (provided that Partner may not settle any Claim without TAD Software’s prior written consent unless it unconditionally releases TAD Software of all liability); and (c) provides to TAD Software all reasonable assistance.
2. By Partner. Partner shall defend, indemnify and hold TAD Software harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against TAD Software by a third party alleging (i) that any data, materials or information provided by Partner, or Partner’s use of the Program, Solutions or Benefits in violation of this Agreement, or Partner’s products or services, including Partner’s Applications listed on the TAD Software Marketplace infringes, misappropriates or violates any intellectual property rights of, or has otherwise violated applicable law with respect to, a third party, (ii) Partner’s breach of any representation, warranty, or agreement relating to Partner’s products and services, including Partner’s Application listed on the TAD Software Marketplace; (iii) a breach of any warranty or representation made by Partner or its agents that differs from the warranty provided by TAD Software for the relevant service or Solution; provided, that TAD Software (a) promptly gives Partner written notice of the Claim; (b) gives Partner sole control of the defense and settlement of the Claim (provided that Partner may not settle any Claim without the prior written consent of TAD Software unless it unconditionally releases TAD Software of all liability); and (c) provides to Partner all reasonable assistance.
3. Cooperation on Disputes. Partner shall cooperate with TAD Software in regard to any inquiry, dispute or controversy in which TAD Software may become involved and of which Partner may have knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Partner’s personnel.
Limitations of Liability.
1. Limitations. Except with respect to each party’s indemnification obligations hereunder, in no event shall either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, business interruption, lost or damaged data or documentation or liabilities to third parties arising from any source, even if such party has been advised of the possibility of such damages. This limitation is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective. The cumulative liability of TAD Software to partner for all claims arising from or relating to this agreement including, without limitation, any cause of action sounding in contract, tort, or strict liability, shall not exceed the greater of (I) all commissions and royalties paid or payable by TAD Software to partner under the agreement or (II) the total amount of all fees having been paid to TAD Software by partner under this agreement, in each case during the 12-month period preceding the event giving rise to the relevant liability.
2. Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties and shall apply notwithstanding the failure of their essential purpose.
Miscellaneous.
1. Governing Law. This Agreement and each Program Addendum shall be governed in accordance with the laws of the State of Arizona and controlling U.S. federal law. Any disputes, actions, or claims arising out of this Agreement or a Program Addendum will be subject to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona. In any action to enforce either party’s rights, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.
2. No Agency. Nothing contained herein, or in a Program Addendum, shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties, and neither party has the authority to bind or incur any obligation on behalf of the other.
3. Integration. These terms and each executed Program Addendum set forth the entire agreement and understanding between the parties, and supersede and merge all prior oral and written agreements, discussions and understandings between the parties, with respect to the subject matter hereof. Any amendment to these terms or a Program Addendum must be in writing and signed by both TAD Software and Partner, except as provided above.
4. Severability. If a court holds any of these terms to be unenforceable or invalid, such unenforceability or invalidity shall not render the remaining terms unenforceable or invalid as a whole, and, in such event, such provision shall be interpreted so as to best accomplish the objectives of the invalid provision.
5. Waiver. The waiver by a party of a breach of any provisions contained herein shall be deemed effective only when in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.
6. Assignment. Partner shall not assign its rights or delegate its obligations under this Agreement or a Program Addendum without TAD Software’s prior written consent and, in the absence of such consent, any purported assignment or delegation by Partner shall be null, void and of no effect. Otherwise, this Agreement shall be binding upon and inure to the benefit of TAD Software and Partner and their successors and permitted assigns.
7. Export Control. Partner will not export, directly or indirectly, any technical data or Solution received from TAD Software to any country or end user for which the U.S. Government requires an export license or other government approval without first obtaining such license or approval.
8. Marketing; Publicity. Partner consents to publication of its name by TAD Software as a Partner of the Program or any applicable component thereof. TAD Software authorizes Partner to include in its marketing or product distributions, marketing materials about the TAD Software Solutions that TAD Software has prepared and provided to Partner for this purpose. Partner shall not alter, modify, or otherwise change any material provided to it by TAD Software. Partner may also use other marketing materials of its own to promote the TAD Software Solutions, but TAD Software must approve all such marketing materials in advance in writing. TAD Software shall have sole authority to approve any and all press releases, announcements, or similar materials mentioning TAD Software, and Partner shall have sole authority to approve the use of its name in any marketing or other materials submitted to any public source. Neither party shall unreasonably withhold its approval in connection with a request under this section.
9. TAD Software will notify Partner of any revisions to a Program or its guidelines via e-mail. Other communications from TAD Software sent via e-mail include billing notifications, notices of promotions, invitations to events, and any other matters regarding the administration of the Program excluding notices with respect to termination of a Program. Partner may communicate by e-mail with TAD Software to [email protected] regarding billing discrepancies and to request clarification of any policy or procedure in this Agreement or a Program Addendum. Partner will provide TAD Software with an e-mail address to receive official communications and shall be responsible for advising TAD Software of any changes to this email address.

TAD Software Partner Program Addendum Affiliates

This Program Addendum is effective January 15, 2015 or upon date of acceptance, whichever comes first, and incorporates the provisions of that separate TAD Software Master Partner Agreement previously or simultaneously executed by TAD Software and Affiliate.

Commission Model

Affiliate will earn a commission of 25% for each qualified referred sale (“Qualified Sale”).

Qualified Sale

A Qualified Sale means a sale to any new TAD Software customer:

who pays in full or in part for an TAD Software Service Package (defined below) and first month’s Subscription (defined below), and
who does not cancel the monthly Subscription for a minimum of 60 days from the date of initial purchase, and
to which Affiliate was assigned as last referring partner (see section (k) Partner Assignments below).

Additional Terms Applicable to Affiliate Program

All commissions are paid in US Dollars. Affiliate can choose to receive commissions either by check, through PayPal, or through ACH direct deposit to an account of their choice. TAD Software is not responsible for any fees charged to Affiliate by PayPal or any other third party company in the processing of said payment.
Commissions will be paid by the 10th of the month following each month in which a customer pays, in full or in part, for a Service Package. Should the 10th of the month fall on a weekend or US holiday, commissions will be paid the next business day following the weekend or holiday.
In such instances where a customer pays for a Service Package in multiple installments (e.g., two or three monthly installments), Affiliate’s commission will be similarly split and paid each month immediately following receipt of each installment and will be in proportion to the amount TAD Software receives towards the total purchase price of the Service Package.
In the event (i) a Service Package fee is refunded back to a customer or (ii) a customer cancels the monthly Subscription before 60 days have elapsed from the date of initial purchase, TAD Software may claw back the associated commission paid to Affiliate. Any resulting amounts owed to TAD Software by Affiliate may, in TAD Software’s sole discretion, be deducted from the balance of any commissions earned by Affiliate that are unpaid as of the date TAD Software claws back the commission associated with the cancelled Service Package or monthly Subscription. Alternatively, TAD Software may, in its sole discretion, invoice Affiliate for any commission TAD Software paid Affiliate which was associated with a cancelled Service Package or monthly Subscription and Affiliate agrees to pay such invoice promptly.
In the event a commission is paid to Affiliate in error, TAD Software reserves the right to claw back such commission for a period of up to 90 days from the sale date (the “Error Claw Back Period”). Any resulting amount owed to TAD Software by Affiliate may, in TAD Software’s sole discretion, be deducted from commissions earned by Affiliate that are unpaid as of the date TAD Software claws back the commission paid in error. If no commissions are owed by TAD Software to Affiliate during the Error Claw Back Period, TAD Software may invoice Affiliate for the commission paid in error before the expiration of the Error Claw Back Period and Affiliate agrees to pay such invoice promptly notwithstanding the expiration of the Error Claw Back Period. In addition, TAD Software may, in its sole discretion, deduct any commission paid in error from commissions earned by Affiliate after the expiration of the Error Claw Back Period so long as TAD Software has invoiced Affiliate for the commission paid in error before the expiration of the Error Claw Back Period.
TAD Software will have the sole right and responsibility for processing all orders placed by a customer, and Affiliate acknowledges that all agreements relating to sales of TAD Software solutions to a customer shall be between TAD Software and the customer.
TAD Software reserves the right to withhold or reverse commissions if Affiliate is in breach of the Master Partner Agreement or this Program Addendum, or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.
TAD Software reserves the right to adjust the terms of this Program Addendum at any time and will notify Affiliate via email with at least 30 days’ notice.
Acceptable Methods to Refer Leads
1. Affiliates may refer leads through their unique tracking links.
2. Affiliates may register leads at https://www.fflboss.com/leadregistration.
3. TAD Software will pay a commission to Affiliate only when a customer is referred through either of these two acceptable methods.
Cookie and Lead Registration Length
1. A click on Affiliate’s tracking links will set Affiliate as latest referring partner and will set cookies that expire after 120 days, after which time Affiliate’s latest referring partner status will expire.
2. Lead registration will set Affiliate as latest referring partner for 120 days after which time Affiliate’s latest referring partner status will expire.
3. Leads may be re-registered in order to avoid expiration. TAD Software will not be liable to pay Affiliate a commission for leads that have expired.
Partner Assignments
1. If, at the time an TAD Software partner registers a lead (either through the lead registration process or through a tracking link click), the lead already exists in the TAD Software database, the most recent lead registration or unique tracking link click will assign the TAD Software partner associated with such lead registration or unique tracking link as the latest referring partner for a period up to 120 days after which time the latest referring partner status expires.
2. Affiliate is not eligible for assignment as latest referring partner on any TAD Software sale for which Affiliate uses its own credit card to make a purchase from TAD Software.
3. Affiliate may request an audit of the latest referring partner up to 90 days after the date of sale. If an audit reveals another TAD Software partner is the actual latest referring partner, TAD Software reserves the right to make the correction. If another TAD Software partner requests an audit that results in a determination that Affiliate was incorrectly treated as the latest referring partner, Affiliate agrees to reimburse TAD Software for the commission paid in error in accordance with Section (e) above. After 90 days from the date of sale, no changes to the latest referring partner will be accepted.
4. All sales are subject to an audit of latest referring partner.
Commissionable Items
1. The “Service Packages”, which are currently comprised of the TAD Lite, TAD Basic, TAD Plus and TAD Pro, are the only commissionable items. TAD Software may add additional service packages as commissionable items at any time.
2. TAD Software will pay commissions for multiple Service Packages purchased by the same customer within the first 90 days of the customer’s first Service Package purchase. If a customer buys an additional Service Package after their first 90 days as an TAD Software customer, Affiliate will not earn commissions on that Service Package.
3. Commissionable items do NOT include recurring subscription fees.
4. Commissionable items do NOT include extra users or add-on products and services.
5. Commissionable items do NOT include service fees paid by a customer that has previously cancelled their Subscription and reactivates their Subscription within 90 days from the date of cancellation.