Agent Authorization, Duties
1(a). We authorize you to register deals for eligible blueButler software and subscription services using our standard deal registration process. You accept that all partner tools we offer, including an online portal, are subject to change and may have errors or downtime. We offer them “as-is.” For this agreement, “deal” means a lead that identifies the customer and the blueButler software and subscription services to be offered.
1(b). You must accurately represent our services and your relationship with us. You may only offer our software and subscription services to businesses and only represent our standard pricing and terms except as we otherwise approve in writing, which may depend on your acceptance of modified commission for that deal. We may change our products, prices, or terms at our discretion. Completed customer contracts are between the customer and us. We may enforce those contracts however we choose, including termination, and we may contact customers at any time for any reason. You must not sign a contract on behalf of a customer without clear legal authority (e.g. power of attorney). Doing so is willful misconduct under section 3(e).
Deal Validation, Expiration
2(a). To qualify for commission, you must register a deal, we must validate it, and it must become a sale. For this agreement, “sale” means a mutually agreed customer contract. In most cases, we will validate a deal within 2 business days when you register it using our online partner portal. We will notify you by email when we have validated a deal.
2(b). After we validate a deal, we will not validate any deal involving the same customer billing account, except as stated in this section. Likewise, we will not validate a deal you register if it involves a customer billing account already validated for another partner. The deal is eligible for validation regarding any VoIP system that the partner is authorized to resell as listed in the above table. We will validate only one deal for any given VoIP system. For public solicitations which invite multiple bidders, we may validate multiple deals but will pay commission only to the partner associated with the sale.
2(c). A registered deal will expire if no sale is completed within 6 months unless the parties agree to a different time period. Expired deals do not qualify for commission.
3(a). We will pay you commission as stated in an applicable addendum to this agreement. We will pay you commission in your home currency unless the parties agree otherwise in writing. For this agreement, your “home currency” is the official currency of the location you specified when you registered as our partner. As necessary, we will convert customer currency to your home currency using month end closing rates published by Bloomberg on the last business day of each month. We will provide a report of customers and related commission with each commission payment.
3(b). We will pay you ongoing commission for as long as the customer remains a customer of ours, even after this agreement is terminated, except as stated in this agreement.
3(c). If a customer fails to pay the amount we have billed after we have paid you commission based on that amount, we will have overpaid you for that customer and will apply the overpayment against future commission obligations to you. If we don’t recoup the full amount within 6 months, you must repay any remaining amount. We will record commission adjustments like this in our commission report.
3(d). If you believe we have incorrectly calculated your commission, you must notify us no later than 60 days after the applicable payment.
3(e). If we terminate this agreement due to your material breach, gross negligence, or willful misconduct, we may reduce or terminate any future commission payments we would otherwise owe you.
4(a). This agreement begins on the date you accept it and will continue until either party gives the other party at least 30 days advance written notice of its intent to terminate.
4(b). We will compensate you for deals that become sales after this agreement is terminated if we validated those deals before the agreement was terminated subject to paragraph 3(e).
Intellectual Property, Marks, Customer Information
5(a). We and our licensors reserve all rights related to our services that we have not expressly granted in this agreement.
5(b). Neither party will use or register any mark, trade name, domain name, or other identifier (collectively “marks”) of the other party or that is confusingly similar to the other party’s marks. We may refer to you as an “agent” or “referral partner” and you may use our marks “blueButler” and “blueC” in reference to our software and subscription services, but we may terminate the right to use our Marks at any time at our sole discretion.
5(c). Any customer information you deliver to us under this agreement, including referral information, is jointly owned by us and you and may be used by either party for any lawful purpose subject to each party’s published privacy policies then in effect and any applicable privacy and data protection laws and regulations.
6(a). The parties may exchange Confidential Information under this agreement. During the term of this agreement and for 3 years after, each party will keep the Confidential Information it receives confidential and will not share or use it for any purpose other than to perform its obligations under this agreement or as otherwise allowed in this agreement. Either party may disclose Confidential Information to its own employees, representatives, or agents if they have a need to know and are bound by similar nondisclosure restrictions. “Confidential Information” includes sales data and plans, product roadmaps, non-public pricing information, security reports, and any other information that should be understood to be confidential and proprietary.
6(b). Money damages may be insufficient if there is a breach or threatened breach of a party’s Confidential Information. If this happens, the disclosing party may seek injunctive relief or other equitable remedies.
LIMIT OF LIABILITY
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, REGARDLESS HOW THEY WERE CAUSED OR ON WHAT THEORY OF LIABILITY THEY ARE BASED. IN SOME CASES, PARTIES CANNOT LIMIT CERTAIN TYPES OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. OUR TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT WE PAID TO YOU DURING THE 12 MONTHS IMMEDIATELY BEFORE THE INCIDENT THAT CAUSED THE LIABILITY.
The governing law and venue for any dispute between you and us shall be the State of New York, for partners whose primary business quarters are based in the United States and the Province of Ontario, Canada, for all other partners.
Neither party may assign this agreement without at least 30 days advance written notice to the other party except that either party may assign the agreement to its parent company, subsidiary company, or a company under common ownership with it or as part of a corporate reorganization, consolidation, merger, or sale of substantially all its assets. Each party will comply with applicable laws, including anti-bribery regulations and any applicable export regulations. If any term of this agreement is not enforceable, this will not affect any other terms. Both parties are independent contractors and nothing in this agreement creates a partnership, agency, fiduciary, or employment relationship between the parties. Failure to enforce any right under this agreement will not waive that right. Unless otherwise specified, remedies are cumulative. No party is responsible for any delay or failure to perform under this agreement due to events beyond its reasonable control (e.g. natural disasters, terrorist activities, activities of third-party service providers, labor disputes, and acts of government), but only while those conditions persist.
Entire Agreement, Signature
This agreement replaces any prior agreements or discussions on the subjects it addresses. The parties have no other agreement on these subjects. The parties accept electronic (including online) signatures as valid and binding. We may update this agreement at any time after giving you notice, and we will consider your continued participation in the Program agreement to the updated terms. If we update commission terms, the new commission terms will apply only to future sales, not completed sales.
Your submitting this blueC Partner Program Agreement to blueC evidences your acceptance of the terms and conditions of this Agreement.
You will be notified by email of blueC’s acceptance of your Agreement whereupon this Agreement shall be in force and effect.
Commission Addendum 1
Spiff on Sale
We will pay you a one-time spiff of $300.00 upon achievement of a Sale in respect of a validated deal that exceeds a 10 User blueButler software license or blueButler subscription.
We will pay you ongoing commission each month based on the Monthly Recurring Revenue (“MRR”) we have billed that month as stated in the table below. We will convert MRR to USD as necessary to calculate your commission rate. We will base this conversion on month end closing rates published by Bloomberg on the last business day of each month.
If we bill for multiple months at once, we will pay you commission based on the full amount billed, but we will allocate the amount billed equally across all applicable months for purposes of calculating the commission rate. For example, if you make a $36,000 annual sale that we bill all at once, we will pay you commission on the full $36,000 in the month we bill the customer, and the commission rate for that month and the following 11 months will be based on $3,000 MRR for that sale plus any other MRR for other sales.
If you have earned 0% commission for 12 consecutive months and we terminate this agreement, we will have no obligation to pay future commissions.
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