This Solution Partner Agreement ("Agreement") is entered into by and between ServiceTarget PBC (“ServiceTarget”, "MatrixFlows", “we", “our”, "us"), with its principal place of business at 8 The Green, STE 8112, Dover, DE 19901 ("Company"), and you, the partner ("Partner"). This Agreement is effective as of the date the Partner signs up for the Solution Partner Program ("Effective Date").
1.1 Customer: Any end customer who purchases the Company's products and services.
1.2 Products: The Company's products and services offered for sale.
1.3 Revenue Share: Fifty percent (50%) of subscription payments received by the Company from Customers who are sold and supported by the Partner. For customers who were not initially sold by the Partner, the Revenue Share is twenty-five percent (25%). The Revenue Share is paid for as long as the Customer maintains the Partner as their Solution Partner and as long as the Partner remains in the Solution Partner Program.
1.4 Effective Date: The date the Partner signs up for the Solution Partner Program.
1.5 Partner: The entity signing up for the Solution Partner Program.
2.1 Appointment: The Company appoints the Partner as a non-exclusive Solution Partner to market, sell, and support the Products to Customers.
2.2 Scope: The Partner agrees to independently drive sales and provide comprehensive customer services, including setup, onboarding, training, client success, and tier I customer support.
3.1 Sales and Marketing: The Partner shall use its best efforts to market and sell the Products to potential Customers, adhering to the Company's marketing and order form guidelines.
3.2 Customer Services: The Partner shall provide MatrixFlows setup, onboarding, training, administration support, client success management, and tier I customer support to Customers who designate them as their Solution Partner, at no additional cost beyond the Customer's subscription payment to the Company.
3.3 Value-added Services: Partners may offer additional value-added services under their own Master Service Agreement (MSA) or consulting agreement with the Customer. These services may include fully outsourced administration, technical account management, customer experience consulting, digital transformation consulting, content strategy consulting, knowledge management consulting, and knowledge-driven support consulting. Other services may involve outsourced content development, knowledge base development, AI oversight and optimization, SEO services, flow and component customization, custom application development, third-party workflow automation administration, systems integration, and various managed services such as customer support, partner support, employee support, and voice of customer analysis.
3.4 Reporting: The Partner shall maintain accurate records of all sales and Customer interactions and provide the Company with regular reports as requested. The Partner agrees to participate in periodic performance reviews and feedback sessions with the Company to ensure alignment with the Company’s goals and standards.
3.5 Data Privacy and Security: The Partner agrees to handle all Customer data in compliance with applicable data protection laws and regulations, including GDPR. The Partner shall implement appropriate technical and organizational measures to ensure the security of Customer data and prevent unauthorized access, disclosure, or misuse. The Partner shall promptly notify the Company of any data breaches or security incidents involving Customer data and cooperate fully with the Company in addressing and mitigating the effects of such incidents.
3.6 Quality Control: The Partner agrees to adhere to the quality standards and performance metrics as specified by the Company. The Company reserves the right to conduct regular reviews and assessments of the Partner's performance. Failure to meet the specified standards and metrics may result in corrective actions, including but not limited to additional training, suspension, or termination of this Agreement.
4.1 Revenue Share: The Company agrees to pay the Partner the Revenue Share.
4.2 Payment Terms: Revenue Share payments will be made to the Partner within thirty (30) days of the Company receiving payment from the Customer. The Revenue Share is paid for as long as the Customer maintains the Partner as their Solution Partner and as long as the Partner remains in the Solution Partner Program.
5.1 Ownership: The Company retains all rights, title, and interest in and to the Products, including any intellectual property rights. The Partner is granted a limited, non-exclusive, non-transferable license to use the Company's trademarks, logos, and marketing materials solely for the purpose of performing its obligations under this Agreement.
5.2 Protection of Intellectual Property: The Partner shall not infringe on the intellectual property rights of the Company or any third party. Any contributions by the Partner that infringe on third-party rights are strictly prohibited.
5.3 Non-Disclosure: The Partner agrees not to disclose any Confidential Information to any third party without the prior written consent of the Company. Confidential Information includes any information that is proprietary to the Company or is designated as confidential by the Company.
6.1 Confidential Information: The Partner agrees to maintain the confidentiality of any non-public information disclosed by the Company ("Confidential Information") and not to use such information for any purpose other than performing its obligations under this Agreement.
6.2 Definition of Confidential Information: Confidential Information shall include, but not be limited to, all information, whether written or oral, disclosed by the Company to the Partner, which is designated as confidential, or which, under the circumstances surrounding disclosure, ought to be treated as confidential by the receiving party.
7.1 By Partner: The Partner agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising out of or related to the Partner's activities under this Agreement, including but not limited to user actions and violations of the terms of this Agreement.
8.1 Direct Damages: The Company’s liability for direct damages to the Partner is capped at the Revenue Share paid to the Partner in the three months before the event giving rise to the liability.
8.2 Disclaimer of Certain Damages: The Company disclaims liability for any special, punitive, incidental, indirect, or consequential damages, including loss of profits, revenue, or data.
9.1 As-Is Basis: The platform is provided "as is" without warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.2 Service Interruptions: The Company disclaims liability for interruptions, errors, or inaccuracies in the platform.
10.1 Term: This Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless earlier terminated in accordance with this Agreement. The Agreement will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
10.2 Termination for Convenience: Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party.
10.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.
10.4 Effect of Termination: Upon termination of this Agreement, the Partner shall cease all marketing, sales, client success, and customer service activities related to the Products and return any Company materials. The Partner shall also provide reasonable assistance to ensure a smooth transition of services to the Company or a designated third party. The Company shall cease all Revenue Share payments to the Partner. Obligations under Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 9 (Disclaimers), and 11 (General Provisions) shall survive termination.
11.1 Independent Contractors: The parties are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
11.2 Compliance: The Partner shall comply with all applicable laws, regulations, industry standards, and Company policies. The Partner shall not engage in any prohibited behaviors, including unauthorized access or use of the Company’s or Customers' systems or data, distribution of malware, viruses, or other harmful software, engaging in fraudulent, deceptive, or illegal activities, violating intellectual property rights of the Company or any third party, poaching Customers, contractors, employees, or Partners of the Company, creating or developing competing solutions, or using knowledge and information obtained through this partnership to aid competitors of the Company. The Company reserves the right to conduct regular audits and assessments of the Partner's compliance with these requirements.
11.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
11.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
11.5 Amendments: The Company reserves the right to modify this Agreement and the Solution Partner Program at any time. The Company will notify the Partner of any changes in writing at least thirty (30) days in advance. Continued participation in the program by the Partner constitutes acceptance of these terms. If the Partner disagrees with the modifications, they may terminate the Agreement by providing written notice within thirty (30) days of receiving the modification notice.
11.6 Non-Disparagement: Both parties agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage, or in any way criticize the personal or business reputation, practices, or conduct of the other party.
11.7 Dispute Resolution: In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation in accordance with the rules of the American Arbitration Association. If mediation fails, any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Delaware. Any arbitration award may be entered in a court of competent jurisdiction. All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one Partner cannot be arbitrated or litigated jointly or consolidated with those of any other Customer or Partner. The Company shall be entitled to recover its reasonable attorney's fees and costs in any dispute arising under this Agreement.
11.8 Injunctive Relief: The Partner acknowledges that a breach of this Agreement may cause irreparable harm to the Company for which monetary damages would not be sufficient, and the Company shall be entitled to seek injunctive or other equitable relief to enforce the terms of this Agreement without the necessity of posting a bond.
11.9 Partner Feedback: The Company may use any feedback, suggestions, or ideas provided by the Partner without any obligation to the Partner.
11.10 Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect.
By signing up for the Solution Partner Program, you acknowledge that you are authorized to accept these terms on behalf of yourself and your company.
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