Partner Agreement

This Partner Agreement is made as of the date it is accepted (“Effective Date”) and is between Envoy, Inc., a Delaware corporation, located at 410 Townsend Street, San Francisco, CA 94107 (“Envoy”), and the Person accepting it (“Partner”). A Person accepts this agreement by (1) indicating acceptance when completing an Envoy partnership application in Envoy’s online partner portal; or (2) signing or submitting a document to Envoy, such as an order form or purchase order, that references this agreement and states that the underlying transaction will be governed by its terms. If Envoy and Partner are parties to an existing agreement concerning the same subject matter, any acceptance by the foregoing methods will be deemed invalid.

Envoy and Partner agree as follows:

Article 1 – Definitions

“Group Entity” means, with respect to any given Person at any given time, any corporation, partnership, limited liability company, trust, or other legal entity of which that Person or one of that Persons’ Group Entities, in either case acting alone or with one or more of that Person’s other Group Entities, then owns, or has the power to vote or exercise a controlling influence with respect to, more than half of the capital stock or other ownership interest giving holders the right to do one or both of the following: (1) elect the board of directors or other governing body of that legal entity and (2) receive the net assets of that legal entity available for distribution to holders of all stock or other ownership interests upon liquidation or dissolution of that legal entity

.“Integration” means a software application developed by Partner that integrates, extends, or connects with the Services.

“Marks” means Envoy’s trademarks, service marks, trade names, service names, logos, and designations.

“Nonparty” means a Person other than Envoy, Partner, or their respective Group Entities.

“Person” means an individual, entity, or government body.

“Personal Data” means any information relating to an identified or identifiable individual; an identifiable individual is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that individual.

“Services” means Envoy’s cloud-based software services and related products, including Updates and Support.

“Support” means Envoy’s standard support provided to Customers as described on Envoy’s website.

“Terms of Service” means the agreement between Envoy and Customer governing provision of the Services and located at https://envoy.com/tos/.

“Updates” means all updates and enhancements to the Services that Envoy generally makes available at no additional charge to its customers.

Article 2 – Appointment as Partner

2. 1 Appointment

Envoy hereby appoints Partner as a non-exclusive partner of Envoy. The rights granted by this appointment are non-transferable.

2. 2 Program-specific terms

Envoy offers several partner programs. Terms for each partner program are specified in addenda to this agreement. If Partner selects any of these programs when registering as an Envoy partner, the applicable addenda will constitute part of this agreement.

2. 3 Restrictions

Partner shall not:

make any misleading or inaccurate statements of fact regarding the Services or the Terms of Service;

claim, expressly or implicitly, to have authority to act on behalf of Envoy; or

take any action on Envoy’s behalf other than an action permitted under this agreement.

2. 4 Partner’s use of the Services

Partner’s purchase and use of the Services for its own internal use will be governed under the Terms of Service. Partner may request access to the Services to conduct a demonstration or to develop an Integration. Access granted under this section may be limited to a specific prospective customer or for a period specified by Envoy.

2.5. Marketing

Partner shall use reasonable efforts to promote the Services as its preferred visitor and deliveries management solution. Partner must not participate with industry analysts to perform reviews of the Services without Envoy’s prior written authorization. Envoy may provide Partner access to marketing and technical materials for the Services. Unless specifically authorized by Envoy, Partner shall not modify the contents of these materials.

Article 3 – Intellectual Property

3. 1 Trademark license

(a) Envoy grants to Partner a worldwide, non-exclusive, non-transferable license to use the Marks, during the term of this agreement, solely in connection with marketing and reselling the Services or an Integration. Any use of a Mark by Partner must correctly attribute ownership of the Mark to Envoy and comply with Envoy’s then-current Mark usage guidelines. Upon Envoy’s request, Partner will submit to Envoy any proposed use of a Mark for Envoy’s prior written approval.

(b) Partner grants to Envoy a worldwide, non-exclusive, non-transferable license to use Partner’s name and logo, during the term of this agreement, to identify Partner as a Partner of Envoy or in the listing or promotion of an Integration. Any use of Partner’s name or logo must correctly attribute ownership to the Partner and comply with any guidelines provided by Partner.

3.2 Feedback

Partner may provide feedback to Envoy related to the Services. Partner hereby assigns all interest in this feedback to Envoy.

Article 4 – Confidentiality

Protection of confidential information

A party receiving Confidential Information (a “Recipient”) from the other party (a “Discloser”) shall:

Use Confidential Information only in marketing, reselling, or developing an Integration for, the Services;

Limit disclosure of Confidential Information only to Persons necessary to comply with this agreement and only when those Persons have agreed in writing to preserve the confidentiality of the information shared;

Protect Confidential Information with the same care the Recipient uses to protect its own Confidential Information, but with no less than reasonable care; and

Return or delete Confidential Information within five years after termination of this agreement or upon Discloser’s request, whichever occurs earlier

4.2 Confidential information

“Confidential Information” means:

Information that a party designates as confidential,

This agreement,

Business plans, marketing plans, descriptions of a party’s finances, customer lists, product development plans, source code,

Personal Data, and

Information that, by its nature and manner of disclosure, a reasonable person would understand to be confidential.

4.3 Exclusions from confidential information

Confidential Information does not include:

Information that, when the Discloser discloses it to the Recipient, is already in the possession of the Recipient or any of the Recipient’s representatives as the result of disclosure by a Person not then under an obligation to the Discloser to keep that information confidential; or

Information that, after the Discloser discloses it to the Recipient, is disclosed to the Recipient or any of the Recipient’s representatives by a Person not then under an obligation to the Discloser to keep that information confidential.

4.4 Acknowledgement of irreparable harm

The parties acknowledge that breach by a Recipient of one or more of their obligations under section 4.1 might cause the Discloser to suffer irreparable harm, namely harm for which damages would be an inadequate remedy. The parties further acknowledge that the Discloser might suffer irreparable harm due to delay if as a condition to obtaining an injunction, restraining order, or other equitable remedy with respect to such a breach the Discloser were required demonstrate that it would suffer irreparable harm. The parties therefore intend that if a Recipient breach one or more of their obligations under section 4.1, then for purposes of determining whether to grant an equitable remedy any court will assume that that breach would cause the Discloser irreparable harm.

Article 5 – Limitation Of Liability

5.1 Limitation on damages

Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen at the time of breach. The maximum amount of damages that Partner may recover from Envoy for Envoy’s breach of this agreement is three times the amount of fees paid by Envoy to Partner in the 12 months prior to the date the claim accrues. If Envoy has not paid any fees to Partner, then the maximum amount of damages that Partner may recover from Envoy for Envoy’s breach of this agreement is $1,000.

5.2 Disclaimer of consequential damages

Except for damages arising from a breach of Article 4 – Confidentiality, neither party will be liable to the other under this agreement for consequential or incidental damages.

Article 6 – Termination

6.1 Term

This agreement will continue until terminated.

6.2 Termination

This agreement will terminate at midnight at the end of the 30th day after the terminating party notifies the other party that it wants to terminate the agreement. A party may terminate this agreement for any reason.

Article 7 – Indemnification

7.1 Indemnification by Partner

During the Term of this agreement and for two years thereafter, with respect to any Proceeding brought by a Nonparty against one or more Envoy Indemnitees and that arises out of Partner’s violation of the restrictions listed in Section 2.3 of this agreement, Partner’s violation of the restrictions listed in Section 2.2 of the Partner Reseller Addendum (if applicable), or Partner’s violation of law (each, a “Nonparty Claim”), Partner shall indemnify those Envoy Indemnitees against all Indemnifiable Losses arising out of that Proceeding, except to the extent that Envoy negligently or intentionally caused those Indemnifiable Losses.

7.2 Indemnification by Envoy

During the Term of this agreement and for two years thereafter, with respect to any Proceeding brought by a Nonparty against one or more Partner Indemnitees and that arises out of a claim that the Services violate a Nonparty’s Intellectual Property Rights or Envoy’s violation of law (each also, a “Nonparty Claim”), Envoy shall indemnify those Partner Indemnitees against all Indemnifiable Losses arising out of that Proceeding, except to the extent that (i) Partner negligently or intentionally caused those Indemnifiable Losses.

7.3 Indemnification procedures

(a) To be entitled to indemnification under Sections 7.1 or 7.2, an Indemnitee subject to any Nonparty Claim must promptly (and in any event no later than 21 days after the Indemnitee first knew of that Nonparty Claim) notify the Indemnitor of that Nonparty Claim and deliver to the Indemnitor a copy of all legal pleadings with respect to the Nonparty Claim. If the Indemnitee fails to timely notify the Indemnitor of a Nonparty Claim, the Indemnitor will be relieved of its indemnification obligations with respect to that Nonparty Claim to the extent that the Indemnitor was prejudiced by that failure and the Indemnitor will not be required to reimburse the Indemnitee for any Litigation Expenses the Indemnitee incurred during the period in which the Indemnitee failed to notify the Indemnitor.

(b) If the Indemnitor does not respond within ten days to a notice submitted by an Indemnitee under paragraph (a) of this section, the Indemnitor will be deemed not to dispute the Nonparty Claim referred to in that notice.

(c) To assume the defense of a Nonparty Claim, the Indemnitor must notify the Indemnitee that it is doing so. Promptly thereafter, the Indemnitor shall retain to represent it in the Nonparty Claim independent legal counsel that is reasonably acceptable to the Indemnitee.

(d) An Indemnitee may participate in the defense of a Nonparty Claim. An Indemnitee may defend a Nonparty Claim with counsel of its own choosing and without the Indemnitor participating if (1) the Indemnitor notifies the Indemnitee that it does not wish to defend the Nonparty Claim, (2) by midnight at the end of the tenth day after the Indemnitee notifies the Indemnitor of the Nonparty Claim the Indemnitor fails to notify the Indemnitee that it wishes to defend the Nonparty Claim, or (3) representation of the Indemnitor and the Indemnitee by the same counsel would, in the opinion of that counsel, constitute a conflict of interest.

(e) The Indemnitor shall pay any Litigation Expenses that an Indemnitee incurs in connection with defense of the Nonparty Claim before the Indemnitor assumes the defense of that Nonparty Claim, except with respect to any period during which the Indemnitee fails to timely notify the Indemnitor of that Nonparty Claim. The Indemnitor will not be liable for any Litigation Expenses that an Indemnitee incurs in connection with defense of a Nonparty Claim after the Indemnitor assumes the defense of that Nonparty Claim, other than Litigation Expenses that the Indemnitee incurs in employing counsel in accordance with paragraph (d) of this section, which Litigation Expenses the Indemnitor shall pay promptly as they are incurred.

(f) After the Indemnitor assumes the defense of a Nonparty Claim, the Indemnitor may contest, pay, or settle the Nonparty Claim without the consent of the Indemnitee only if that settlement (1) does not entail any admission on the part of the Indemnitee that it violated any law or infringed the rights of any Person, (2) has no effect on any other claim against the Indemnitee, (3) provides as the claimant’s sole relief monetary damages that are paid in full by the Indemnitor, and (4) requires that the claimant release the Indemnitee from all liability alleged in the Nonparty Claim

7.4 In this agreement, the following definitions apply:

“Indemnitee” means a party entitled to indemnification, any Group Entity of that party, each Representative of any of the foregoing, and each of the heirs, executors, successors, and assignees of any of the foregoing.

“Indemnitor” means the party with the obligation to indemnify.

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Intellectual Property Rights” means patents, trademarks, copyrights, and trade secrets.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending a Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

“Loss” means any amount awarded in, or paid in settlement of, any Proceeding, including any interest but excluding any Litigation Expenses.

“Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding.

“Representative” means, with respect to an entity, any of that entity’s directors, officers, employees, agents, consultants, advisors, and other representatives.

Article 8 – Miscellaneous

8.1 Assignment

Partner shall not transfer to any other Person, (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement.

8.2 Dispute resolution

As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement, a party may bring such a proceeding in the United States District Court for the Northern District of California or in a state court of California.

8.3 Governing law

California law governs all adversarial proceedings brought by one party against the other party arising out of this agreement.

8.4 Modification; Waiver

No amendment of this agreement will be effective unless it is in writing and signed by the parties. No waiver under this agreement will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.

8.5 Non-solicitation

Partner shall not solicit any employee of Envoy to leave Envoy to work for or with Partner. If an Envoy employee leaves Envoy to work with Partner because of Partner’s solicitation, Partner shall pay Envoy liquidated damages equal to 12 months’ salary of the departing employee.

8.6 Notice

For a notice or other communication under this agreement to be valid, it must be in writing and delivered (1) by hand, (2) by an international transportation company (with all fees prepaid), or (3) by registered or certified mail, return receipt requested and postage prepaid. A valid notice or other communication will be effective when received by the party to which it is addressed, or, if the receiving party refuses or is unable to accept it, upon that rejection or inability to deliver.

For a notice or other communication under this agreement to be valid, it must be addressed using the information specified below or any other information specified by that party in a notice.

To Envoy:

Envoy, Inc.

410 Townsend St.

4th Floor

San Francisco, CA 94107, USA

Attn: Legal

With a copy to: legal@envoy.com

To Partner: As specified during the registration process.

8.7 Statements of fact

Partner states that the following facts are accurate:

Partner and its Group Entities are not currently subject to any sanctions administered by the U.S. government, the United Nations Security Council, the European Union, the U.K., or other relevant authority (“Sanctions”).

Partner and its Group Entities are not located in a country that is currently subject to Sanctions.

Partner and its Group Entities have not violated, or taken actions that would violate, the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq., or the UK Bribery Act 2010.

8.8 Time

All references to time are based on the time in San Francisco, California, USA.

AFFILIATE PARTNER ADDENDUM

This Affiliate Partner Addendum is an addendum to the Partner Agreement between Envoy and Partner. Capitalized terms not defined in this addendum have the meanings stated in the Partner Agreement.

Article 1 – Affiliate Program Guide

1. 1 Incorporation of Affiliate partner program guide

The Envoy Affiliate Partner Program Guide is hereby incorporated into this agreement. Envoy and Partner shall comply with the guide. Envoy may on one or more occasions amend the guide and will make the amended guide available to Partner. An amended guide will be deemed to have been accepted by Partner when Envoy notifies Partner that the amended guide is available.

Article 2 – Referrals

2.1 Referral fees

(a) Partner, at its option, may earn a referral fee if a Qualified Prospect purchases Services. “Qualified Prospect” means a Person whose information Partner submits to Envoy during the term of this addendum that (i) is not a current or former customer or prospect of Envoy at the location submitted, and (ii) is interested in the Services.

(b) To be eligible for a referral fee, a Qualified Prospect must purchase Services from Envoy by 5:00PM at the end of the 90th day after Partner submits the Qualified Prospect to Envoy. Envoy may on one or more occasions extend this period. If a sale to a Qualified Prospect meets the foregoing criterion, Envoy shall pay Partner a referral fee within 90 days after receiving full payment from the Qualified Prospect.

2.2 Calculation of referral fees

A referral fee is equal to 15% of the Net Revenue from a sale. “Net Revenue” means, in a sale to a Qualified Prospect, the gross fees received by Envoy from that sale opportunity less amounts attributable to hardware, professional services, taxes, duties, and shipping.

PARTNER RESELLER ADDENDUM

This Partner Reseller Addendum is an addendum to the Partner Agreement between Envoy and Partner. Capitalized terms not defined in this addendum have the meanings stated in the Partner Agreement.

Article 1 – Definitions

“Customer” means a customer who purchases the Services from Partner.

“Customer Agreement” means the agreement between Partner and a Customer.

“Order” means the ordering document (for example, a purchase order) accepted by Envoy and pursuant to which Partner orders Services. Each Order must include the Ordering Information.

“Ordering Information” means the following information that must be included with each Order: (i) the Customer name and contact information; (ii) a description of the Services purchased; and (iii) the name of the individuals representing Customer in the transaction.

Article 2 – Appointment as Reseller

2.1 Appointment

Envoy hereby appoints Partner as a non-exclusive reseller of the Services. This appointment grants Partner the non-exclusive right, in accordance with this agreement, to market and sell subscriptions to the Services. This appointment does not transfer any interest in the Services to Partner or Partner’s customers. The rights granted by this appointment are non-transferable.

2.2 Restrictions

Partner shall not:

Remove, alter, or obscure any copyright notices or Marks that appear on the Services;

Market or sell any products or services that are competitive with the Services; or

Appoint a Nonparty to market, sell, or otherwise distribute the Services.

2.3 Incorporation of Reseller partner program guide

The Envoy Reseller Partner Program Guide is hereby incorporated into this agreement. Envoy and Partner shall comply with the guide. Envoy may on one or more occasions amend the guide and will make the amended guide available to Partner. An amended guide will be deemed to have been accepted by Partner when Envoy notifies Partner that the amended guide is available.

2.4 Customer agreement

In the agreement between Partner and Customer for purchase of the Services, Partner must include the following sentence:
“Customer’s use of the Envoy Services will be governed by the Envoy Terms of Service located at https://envoy.com/tos/.”

2.5 Partner’s business practices

Partner will maintain good working relationships with Customers and prospective Customers and conduct business under this agreement in a manner that reflects favorably on the Services and Envoy.

2.6 Providing the Services

Envoy will make the Services available to a Customer on the date stated in the applicable Order.

Article 3 – Orders and Payment

3.1 Deal registration

Partner shall submit all prospective resale opportunities to Envoy as specified in the Program Guide.

3.2 Orders and acceptance

For each resale to a Customer or prospective Customer, Partner shall submit an Order to Envoy. Each Order will be deemed made under the Partner Agreement and this addendum. Envoy will promptly accept or decline the Order. Any terms contained in an Order that are inconsistent with the terms of the Partner Agreement or this addendum will not be valid unless the Order is signed by Envoy and Partner.

3.3 Fees

Upon receiving an Order from Partner, Envoy shall submit an invoice to Partner listing the amount due, excluding any applicable taxes. Partner shall pay Envoy the amount stated in each invoice within the payment term stated in the invoice. If no payment term is stated, then Partner shall pay Envoy before midnight at the end of the 30th day after receiving an invoice. Fees are stated in U.S. dollars. All fees paid are non-refundable.

3.4 Excess usage

If a Customer’s use of the Services exceeds the usage limitations stated in the Order, Envoy will invoice Partner for the excess usage.

3.5 Renewal

If a Customer has not renewed their subscription for the Services through Partner within 30 days after their subscription end date, Envoy may contact the Customer to solicit renewal directly.

Article 4 – Termination

4.1 Additional effects of termination

Promptly upon termination of this addendum, Partner shall provide Envoy with a list of all Customers with active subscriptions to the Services and the price each Customer paid to Partner for the Services.

TECHNOLOGY PARTNER ADDENDUM

This Technology Partner Addendum is an addendum to the Partner Agreement between Envoy and Partner. Capitalized terms not defined in this addendum have the meanings stated in the Partner Agreement.

Article 1 – Definitions

“Documentation” means the information contained at https://developers.envoy.com/hub/docs.

“Integration Directory” means the directory of Integrations listed at https://envoy.com/integrations/ and in the Services.

“Processes” means performing any operation or set of operations on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Article 2 – Technology Partnership Benefits

2.1 Listing of Integration

Partner may submit an Integration to Envoy for review. Envoy will review the Integration as described in the Documentation and, if approved, Envoy will list the Integration in the Integration Directory. Integrations must comply with the Documentation. Envoy may remove an Integration for the Integration Directory at any time, for any reason.

2.2 API terms of use

Envoy may provide Partner with terms governing the use of the Envoy APIs. Partner shall comply with these terms of use.

2.3 Developer support

Envoy will use reasonable efforts to provide support for the development of Integrations.

2.4 Co-marketing

Partner will be eligible to participate in Technology Partner co-marketing campaigns.

Article 3 – Termination

3.1 Additional effects of termination

Promptly upon termination of this addendum, Envoy will remove any Integrations from the Integration Directory.

Article 4 – Data Privacy

Parallel processors

Partner and Envoy each acknowledge that:

Customer is the controller of any Personal Data it submits to the Services or an Integration.

They intend to be processors of that Personal Data and process that data only as instructed by Customer.

Each of them is not a sub-processor to the other.

If applicable, they will enter into a written agreement with each Customer whose data they process in accordance with data protection laws.