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
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:
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.
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.
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:
4.2 Confidential information
“Confidential Information” means:
4.3 Exclusions from confidential information
Confidential Information does not include:
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
This agreement will continue until terminated.
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:
Article 8 – Miscellaneous
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.
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.
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.
410 Townsend St.
San Francisco, CA 94107, USA
With a copy to: email@example.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.
All references to time are based on the time in San Francisco, California, USA.
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.
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
Article 2 – Appointment as Reseller
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.
Partner shall not:
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.
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.
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.
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
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.
2.3 Developer support
Envoy will use reasonable efforts to provide support for the development of Integrations.
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
Partner and Envoy each acknowledge that: