Last Revised: May 9, 2024

This Partner Agreement (the "Agreement”) is a legal agreement between You (the "Partner”) and Klipfolio Inc., a corporation incorporated under the laws of Ontario ("Klipfolio”), with its principal place of business at 300 Greenbank Road, Suite 94, Ottawa, Ontario, K2H 0B6, Canada.

By accepting this Agreement, or by clicking a box indicating Your acceptance, You agree to the terms of this Agreement. 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 and its Affiliates to these terms and conditions, in which case the terms "You," "Your," or "Partner" shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept this agreement and may not use the Service.

By accepting this Agreement, you also acknowledge and agree that you will be bound by the Klipfolio Terms of Service , as they govern your access to and use of the Service, 

Klipfolio may amend this Agreement at any time by providing thirty days’ notice on the "Legal Notices” web page of the Klipfolio website and posting the amended terms and conditions, following expiry of the notice period. The amended Agreement will be effective immediately after being posted on the Klipfolio website.

This Agreement is effective between You and Klipfolio as of the date of Your accepting this Agreement.

1. Definitions:
   1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
   2. "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure;
   3. "Electronic Terms" means the terms and conditions that were agreed in Schedule ‘A‘ or any subsequent amendments to these terms and conditions;
   4. "Partner," "You," or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity;
   5. "Partner Model” means the plan chosen, as defined in Schedule ‘A‘, as well as any subsequent amendments;
   6. “Service” means any of Klipfolio’s SaaS offerings or services, including its mobile application (“App”);
   7. "Support” means any assistance that Klipfolio offers related to its Service, including Data Hero Services.
2. Partner Prerequisites: To be eligible to participate in the Klipfolio partner program, the Partner must meet the following minimum covenants at all times. The Partner is a registered business, maintains a publically accessible web presence, has currently active clients, and has the means to market, sell, configure, and support the Service.
3. Partner Obligations: The Partner will use its best efforts to market and promote the Service, is responsible for all activities that occur in the Partner’s client accounts, is responsible for first-line support to the Partner’s clients, and maintaining resources capable of provisioning and supporting deployments of the Service in their client base.
4. Technical Training: Based on the Partner Model chosen, Klipfolio may provide the Partner with technical training at no cost. Additional Support and training time are available to the Partner at Klipfolio’s then-current partner rate.
5. Marketing and Sales Support: Klipfolio may provide electronic copies of promotional material for the purpose of marketing the Service, and may provide the Partner with leads for the provision of the Service. For further clarity, any leads provided by Klipfolio to Partner are done so for the mutual benefit of Klipfolio and Partner, and shall not be marketed or sold on competitive offerings for a period of 12 months following acceptance of lead.  Based on the Partner Model chosen, Klipfolio may provide co-marketing support for joint business development events, and may also provide pre-sales support to the Partner’s representatives by telephone, email or in person (the particular method and extent of support to be determined at Klipfolio’s sole discretion - additional fees may apply).
6. Internal Use License Grant: Based on the Partner Model chosen, the Partner will be granted a non-transferable license to access the Service for the exclusive purpose to (i) use the Service internally with employees, to (ii) train employees and to (iii) demonstrate the Service to prospective clients. The Partner shall not resell or distribute such "not for resale” Service in any manner. Access to such "not for resale” Service shall be free of charge.
7. Distribution License Grant: The Partner will have a non-exclusive, non-assignable right to market and distribute the Service for use by the Partner’s clients. The Partner must ensure that the Partner’s clients agree to, abide by and use the Service according to the terms and conditions set out in the Klipfolio Terms of Service (https://www.klipfolio.com/legal/terms-of-service) or terms and conditions that are at least as protective as the Klipfolio Terms of Service.
8. Fees:
   1. The Partner will pay the amount agreed to as part of the Electronic Terms. For Partners who have chosen to pay the fee by recurring credit card charges, the fee will be charged automatically to the Partner’s credit card. For Partners who have chosen any other payment method, the payment is due upon receipt of the invoice and shall be received by Klipfolio within 30 days to avoid restrictions being placed on the account.
   2. Support, if ordered by the Partner, to be used for design, consultation, development, testing, or training services, will be charged at Klipfolio’s then-current partner rate.
   3. Klipfolio may, on an annual basis and on the date of Your billing anniversary, alter the fees for its Service. Fee adjustments will, at Klipfolio’s sole discretion, be reasonably determined, ranging from a 4% to an 8% increase.
9. Intellectual Property:
   1. Intellectual Property: Ownership in the Service will at all times remain with Klipfolio. Klipfolio will retain all right, title, copyright, trade secrets, patents, trademarks, and other proprietary and intellectual property rights in the Service. You do not acquire any rights, express or implied, in the Service, other than those specified in the Agreement. You will not remove any copyright, patent, trademark, design right, trade secret or any other proprietary rights or legends from the Service, unless removal is permitted by subscribing to Klipfolio’s White Label feature, an add-on available as part of the electronic terms.
10. Confidentiality
    1. Your Confidential Information shall include Your data and your client’s data; Klipfolio's Confidential Information shall include the Service; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your data and your client’s data) shall not include any information that (i) is publicly known or readily ascertainable by the public, through no wrongful act of Receiving Party; (ii) is received from a third party without breaching an obligation owed to the Disclosing Party; (iii) is independently developed by or for the Receiving Party, or (iv) was in its possession prior to it being furnished to Receiving Party by the Disclosing Party.
    2. The Receiving Party agrees that Confidential Information of the Disclosing Party: (i) will not be used for any purpose outside the scope of this Agreement; (ii) will be treated with the same degree of care as similar information of the Receiving Party is treated within the Receiving Party’s organization (but in no event less than reasonable care); (iii) will not be used for the benefit of a third party; and (iv) will remain the property of the Disclosing Party. The Receiving Party will limit access to Confidential Information of the Disclosing Party except as otherwise authorized by the Disclosing Party in writing, to those of its and its Affiliates' employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Disclosure of Confidential Information by the Disclosing Party’s employees, officers, directors, agents or affiliates is deemed to be the disclosure by the Disclosing Party.
    3. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
    4. The obligations of the Receiving Party set forth in this section will remain in effect for a period of five (5) years following the date of first disclosure. Confidential information identified as a trade secret will be held in confidence indefinitely.
11. Term and Termination:
    1. This Agreement commences on the date You accept it.
    2. This Agreement will terminate should You decide to electronically delete Your Internal Use License account the Service. Any fees that you have committed to paying must still be paid.
    3. Should You cancel Your account with the Service, this Agreement will terminate at the end of the period for which you have committed to pay fees. Any fees that you have committed to paying must still be paid.
    4. Klipfolio, in its sole discretion, has the right to suspend or terminate this Agreement and use of the Service by You or Your clients for breach of contract. Klipfolio will use all reasonable efforts to contact You directly via email to warn You and to provide a reasonable period for You to remedy the breach. If the breach is not remedied within the specified period, Klipfolio may terminate this Agreement. Should Klipfolio terminate the contract, it will send You notice and the effective date of termination will be the date the notice is sent by Klipfolio.
    5. Upon termination of this Agreement, the Partner will cease to market and distribute the Service and any licenses granted to the Partner pursuant to section 6 shall terminate.
12. General:
    1. Governing Law: This Agreement will be governed by, interpreted, and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party irrevocably attorns to the jurisdiction of the courts of the Province of Ontario. The parties expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods, and any legislation implementing such Convention will not apply to this Agreement nor to any dispute arising therefrom.
    2. Survival: The provisions in sections 9, 10, 11, and 12 will survive termination of this Agreement.
    3. Precedence: In the event of any conflict between this Partner Agreement and the Klipfolio Terms of Service, the Partner Agreement will prevail.
    4. Publicity: Either party may include the name and logo of the other party in sales and marketing activities. Neither party may issue a press release without the prior consent of the other party.
    5. Limitation of Liability: Neither party will be liable to the other for indirect damages of any sort, including with respect to any issues relating to the use or performance of the Service or arising out of or in relation to this Agreement.
    6. Waiver: The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
    7. Entire Agreement: This Agreement together with the Electronic Terms (i) is the complete agreement between the parties regarding the subject matter hereof; and (ii) will not be deemed to have been waived by any act or failure to act.
    8. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable laws, such provisions will be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.

Schedule A

Upon accepting the Klipfolio Partner Agreement, and as a Klipfolio Systems Integrator "SI", You hereby agree to the terms and conditions outlined in Schedule A. This entails the representation, deployment, and provision of support for the Service to your clients.

Territory:

SI will:

• Lead with Klips / PowerMetrics in market
• Maintain a Klips / PowerMetrics Subject Matter Expert (SME) at all times
• Keep SME trained on products at all times (including BETA)
• Provide Level-1 Support to its customers (as defined below)
• Develop a business development / co-marketing plan with Klipfolio
• A minimum of 4 events per year (digital/in-person)
• A minimum of 1 thought leadership piece for lead generation
• Sweat-equity-based (no co-marketing funds)
• Participate in monthly, quarterly and annual partnership reviews
• Maintain a shared pipeline tracker 
• Provide Level-1 Product Support to all SI clients during POC
• SI Partner is obligated to verify that problems are product and not data-related.
• Please consult your signed agreement for your specific pricing schedule.