Effective Date: April 19, 2021
Last Updated: April 19, 2021
InboxAware PARTNER PROGRAMS
Last Updated: December 14th, 2020
This is a contract between you and InboxAware Inc.
This document applies to your participation in any of our partner programs (the “Programs”) either as a (i) Agency Partner; (ii) Trusted Advisor; and/or (iii) App Partner (each a “Partner). Please note that you can only participate as either an Agency Partner or Trusted Advisor, but not both at the same time. You may not participate in our Programs unless you agree to the terms below.
This InboxAware Partner Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation as a Partner for the resale of InboxAware suite of web-hosted marketing automation solutions (the “Services”), related tools and platforms which we make available from time to time for use in connection with the Services, including InboxAware application programming interface (the “Tools”).
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Program, ends, or becomes part of another partner program. If we update or replace the terms we will let you know via an in-app notification in your portal or by email. If you don’t agree to the update or replacement, you can choose to terminate as described below.
As used in this Agreement, “we,” “us” or “InboxAware” means InboxAware Marketing Cloud Inc. and “you,” “your”, or “Partner,” means you as the individual/entity participating in a Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend and provide similar products and services of and to third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of and to third parties.
Please refer to and review the applicable supplementary addendum to your program at the link below for additional terms and conditions, which form an integral part of this Agreement:
Please note, that while we colloquially refer to the entities and individuals that register for these programs as “Partners”, these individuals and entities are, as between them and InboxAware, independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between them and us, and neither they nor us will have the ability to act on behalf of, or otherwise bind, the other, except as expressly provided in the Program Addendums.
Once you complete an application to become a Partner, we will review your application and let you know whether you have been accepted or not. Prior to accepting an application, we may reach out to you to review your application with you or make additional requests. Notwithstanding anything to the contrary in this Agreement, InboxAware post will not pay any commission to a Partner for those Clients, referrals, or new subscribers that are either an affiliated company to InboxAware or are engaged in the adult film industry, as determined by InboxAware using its sole discretion.
If you are accepted as a Partner, then upon notification of acceptance, the terms and conditions of this Agreement and the Platform Policy shall apply in full force and effect until terminated in accordance with this Agreement.
Each of us hereby represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and (c) it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
InboxAware may, during the term of this Agreement, disclose to you certain non-public, confidential or proprietary information with respect to its Services and/or Tools including, without limitation, information related to scheduled releases and new and improved products and features (“Confidential Information”). You agree to hold all Confidential Information in strict confidence in accordance with InboxAware’s instructions, not disclose Confidential Information to third parties outside of InboxAware’s instructions, and shall keep any Confidential Information related to InboxAware’s unreleased Services, Tools, products or features confidential until such time as InboxAware releases such Services, Tools, products or features to the public.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with InboxAware and limits the manner in which you can seek relief from us.
You will indemnify, defend, and hold harmless InboxAware and our affiliates, directors, officers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) relating to:
Agency Partner Addendum
Last updated: December 14th, 2020
InboxAware Agency Partner Program
This Agency Partner Addendum is supplementary to the Partner Program Agreement located at https://dash.partnerstack.com/inboxaware and is to be construed as if they are one document (collectively, the “Agreement”). Any capitalized terms not defined herein shall have the meaning ascribed to such term in the Partner Program Agreement.
As used in this Agreement, “we,” “us” or “InboxAware” means InboxAware Marketing Cloud Inc. and “you,” “your” or “Agency Partner,” means you as the partner participating in this program. “Agency Partner Program” means the program we manage or control by which participating entities may be given and use of our Services and Tools under their own brand or trademarks to their end user customers (“Clients”).
You must sign up through the Partner Portal to join the Agency Partner Program. In signing up for an account, you are agreeing to be bound by the Agreement and such other policies as InboxAware may implement in the future and from time to time. Once signed up, you become a participant in the Agency Partner Program and will have access to our Agency Partner Program Portal. Current and former InboxAware contractors, employees, and members of InboxAware employees’ immediate family are prohibited from participation in the Agency Partner Program.
Subject to the terms and conditions of this Agreement, we grant you the non-exclusive and non-transferable right to market, promote, and resell use of the Services and the Tools to your Clients as part of a value-added solution you create by enrolling InboxAware accounts on your Client’s behalf through our Agency Partner Program Portal (each a “Client Account”). For clarity, any reference to the resale of the Services or the Tools or reselling the Services or the Tools means reselling the right to access and use the Services or the Tools as provided by InboxAware and not the actual sale or transfer of any software, technology, or documentation associated with the Services or the Tools. You are only permitted to resell the Services and/or the Tools to Clients who are not current subscribers or previous subscribers of any of the InboxAware Services and/or the Tools within the 24-month period before the date of enrollment.
You are solely responsible and liable to InboxAware for the acts and omissions of your Clients where such acts or omissions would constitute a violation of any of the InboxAware’s Policies (“Client Violations”). You will promptly inform us in writing of any Client Violations of which you become aware. You will use commercially reasonable efforts to monitor and enforce InboxAware’s Policies to the extent any breach thereof by a Client does, or would reasonably be expected to have, an adverse effect on InboxAware and/or the Services and/or the Tools.
You represent and warrant to InboxAware that you have lawfully obtained all required permissions, authorizations, and consents under applicable laws for you and InboxAware to use, collect, disclose, and otherwise process any Client data and Client contact data that are used in connection with the Tools.
Once a Client Account is created, you can choose to add features and functionality and you will be required to add your own trademarks, service marks, logos, and/or product names (“Branding”). You are required to use your own domain to rebrand the URL of resold Services and/or the Tools. Your Branding of the Services and/or the Tools must meet the guidelines and restrictions specified below. InboxAware reserves the right to review and monitor your Branding of the Services and/or the Tools and offering of added features and functionality. If we feel that your Branding of the Services and/or the Tools or added features and functionality is in any way detrimental, offensive, or damaging to InboxAware, we may immediately suspend or terminate access and use of the Services and/or the Tools.
You may only use Branding which you own or otherwise have the rights to use in connection with the Services and/or the Tools. You will not use the trademarks, service marks, logos, or confusingly similar marks of any third party in connection with your activities under this Agreement.
You are responsible for all issues arising from or relating to your Client Accounts, including those relating to your Client’s access and use of the Services and/or the Tools. You, are responsible for providing assistance with upgrades, handling cancellations and general support with your Clients. You, and not InboxAware, are responsible for fulfilling all contractual obligations to your Client Accounts as set forth in this Agreement.
You must comply with all data privacy laws that apply in connection with this Agreement, your provision of Services and/or the Tools, which includes entering into a separate data protection agreement or addendum with Clients to ensure the protection of the rights of data subjects in your processing of their personal data, if applicable.
You will be responsible for, and will provide, first-level support to your Clients. This consists of providing your Clients with telephone, email, or web support regarding issues relating to any of the services you are providing, including with respect to the Services and/or the Tools. We are not required to provide support regarding any such Services or Tools directly to your Clients.
During the Term, we will provide you with the same support resources that we provide subscribers obtaining Services or the Tools from us. Please visit our support page for more information.
(a) All Agency Partners are required to complete and submit proper tax information to InboxAware before commission payments will be issued.
(b) Agency Partner does not need to collect any funds from any of the new subscribers referred to InboxAware. InboxAware will be responsible for collecting payment. InboxAware will then pay Agency Partner, on a pay when paid basis, a commission based on a percent of the payments collected from them as a InboxAware subscriber, all of which is more particularly set out in the Program Guide at the following link https://dash.partnerstack.com/inboxaware.
(c) As an Agency Partner, we will provide you with access to the Partner Portal Dashboard using your log-in credentials and send you further information required to receive commissions. There, you can see a summary report for all Clients, including information on new subscriber pricing plans and the associated commissions.
(d) You and InboxAware, will be each responsible for paying any respective applicable taxes and duties that may be imposed with respect to any compensation or payments we each respectively receive under or in connection with this Agreement.
(e) At InboxAware’s discretion, it may increase Agency Partner commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. InboxAware does not guarantee increases in commission to any agency partner, and InboxAware retains the right to change, modify, or cancel any commission plan at any time.
(a) If either you or we terminate your Agency Partner account, your Client Accounts will remain active until the end of the then-current subscription period, at which time, they will automatically expire. You will be responsible for the payment of all accrued and unpaid fees for such Client Accounts.
(b) You are responsible for cancelling any Client Accounts on behalf of your Clients in accordance with our cancellation policy provided in our Terms & Conditions.
Under certain circumstances as determined by InboxAware, ownership and responsibility of Client Accounts may be transferred. These circumstances may include, but are not limited to:
(a) In the event of any request of a current InboxAware subscriber to be transferred into an Agency Partner account’s ownership: we must receive a written request directly from (i) the Agency Partner and (ii) the end user of the Client Account. The receipt of both requests will be treated as approval for the transfer from both the Agency Partner and end user. We will then determine if the transfer is approved and, if so, conduct the transfer to that Agency Partner account. InboxAware reserves the right to restrict transfers at its sole discretion.
(b) In the event of a request from an Agency Partner to transfer ownership of a Client Account from another Agency Partner account to their own: InboxAware will make reasonable efforts to contact all parties for verification and decide whether or not to transfer the account. This type of transfer will usually occur when the end user has a compelling need or service issue that is not being met by the original Agency Partner.
App Partner Addendum
Last Updated: December 14th, 2020
The InboxAware App Partner Program
This App Partner Addendum is supplementary to the Partner Program Agreement located at https://dash.partnerstack.com/inboxaware and is to be construed as if they are one document (collectively, the “Agreement”). Any capitalized terms not defined herein shall have the meaning ascribed to such term in the Partner Program Agreement.
As used in this Agreement, “we” or “us” or means InboxAware Marketing Cloud Inc. and “you,” “your” or “App Partner,” means you as the participant in this program. “App Partner Program” means the program we manage or control by which participating entities integrate with InboxAware’s application programming interface. “InboxAware Products” means all of our web-based inbound marketing and sales applications, tools and platforms, including the API Materials, as defined below. “Company Product(s)” means your software application, website, website asset, product, service, software module, template, connected service, integration, and/or other associated software. “Customer” means the authorized actual user of the InboxAware Products.
(a) You must sign up through the Partner Portal to join the InboxAware App Partner Program. In signing up, you are agreeing to be bound by the Agreement and other policies as InboxAware may implement in the future and from time to time. Once signed up, you become a participant in the App Partner Program, all of which is more particularly set out in the Program Guide at the following link https://dash.partnerstack.com/inboxaware.
(b) License Grant. Subject to your compliance with this Agreement, and for the term of this Agreement, we grant you a personal, revocable, limited, non-exclusive license (i) to use the application programming interface (“API”) documentation, the API key, programming instructions, tools, protocols, sample code, software development kits (“SDKs”), and/or other documentation made available to you by InboxAware (collectively, the “API Materials”) for the purpose of developing your software application (“Application”) and (ii) to use the Application to access InboxAware’s proprietary cloud-hosted marketing platform, including any APIs used to access such platform (the “Services”) for internal business purposes. Your license is granted for a period of 30 days and shall cease thereafter. If you wish to extend the duration of your license, you must contact InboxAware and request an additional 30 day extension, such extension to be provided by InboxAware using its sole discretion. We may revoke this license at any time for any reason. We may also limit or suspend API calls from your Application if we determine in our sole judgment the number of API calls to the Services is excessive or you are violating this Agreement.
(c) License Restrictions. You will not:
(d) Rights to Company Products. Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use the Company Products, solely for (i) testing interoperability between the Company Products and the InboxAware Products, and (ii) providing maintenance support to our Customers. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Company Products to human readable form, (b) sell, lease, transfer or sublicense the Company Products to any third party, (c) disclose or otherwise provide all or any portion of the Company Products to any person, (d) use the Company Products or any component thereof in a business production mode. Title to and ownership of the Company Products, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with you.
(e) Modifications. We reserve the right to modify, cancel, and/or charge for the InboxAware Products, and you reserve the right to modify or cancel the Company Products, as each party sees fit, including new releases or updates (each, a “Modification”). Each party agrees to give the other party access to, or, as applicable, copies of all such Modifications that impact the interoperability between the Company Products and the InboxAware Products, free of charge for interoperation testing only, during the term of this Agreement.
(f) If any Modification impacts compliance with the Agreement or a program guide or interoperability between one of the Company Products and the InboxAware Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Company Product interoperating with the InboxAware Products as described above, and (ii) offer reasonable suggestions to you in the event Modifications to the Company Product are required in an effort to ensure interoperability between the Company Product and the InboxAware Products.
No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement and their respective products and services.
(a) During the term of this Agreement, you agree that you shall (a) make the Company Products commercially available to our Customers, (b) provide your Customers with as applicable: installation, training, support and service for use of the Company Products in conjunction with the InboxAware Products, (c) provide Customers with a service level agreement (d) promptly give us all reasonably requested information regarding the use of the Company Products in conjunction with the InboxAware Products, including appropriate documentation on the setup and configuration of the Company Products in conjunction with the InboxAware Products, (e) comply with all applicable laws and regulations, and (f) give us a written notification within twenty-four (24) hours of problem identification describing any technical issues that may impact the performance of the Company Products when used with the InboxAware Products.
InboxAware(b) You will use the InboxAware Products for your internal business purposes and will not: (i) willfully tamper with the security of the InboxAware Products or tamper with our customer accounts, (ii) access data on the InboxAware Products not intended for you, (iii) log into a server or account on the InboxAware Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any InboxAware Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the InboxAware Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the InboxAware Products or make the InboxAware Products available to a third party other than as contemplated in this Agreement, (vii) use the InboxAware Products for time sharing or service bureau purposes or otherwise for the benefit of a third party, (viii) provide to third parties any evaluation version of the InboxAware Products without our prior written consent, or (ix) without limiting any other provisions in the Agreement, violate any conditions defined in Section 2.3 Unlawful or Prohibited Use of InboxAware Terms and Conditions.
We may ask you to assist us in determining your compliance with this Agreement. You will use reasonable efforts to help us in this effort, including, but not limited to, allowing us to review your products, your access logs, your systems, or appoint an independent party to conduct an audit.
Upon termination of this Agreement, you will immediately discontinue all use of our trademark, and will remove all App Partner Program information and references from your website(s) and other collateral. Further, your right to access and use the InboxAware Products will immediately cease, and you will promptly permanently erase all API Materials in your possession or control.
Trusted Advisor Addendum
Last Updated: December 14th, 2020
The InboxAware Trusted Advisor Program
This Trusted Advisor Addendum is supplementary to the Partner Program Agreement located at https://dash.partnerstack.com/inboxaware and is to be construed as if they are one document (collectively, the “Agreement”). Any capitalized terms not defined herein shall have the meaning ascribed to such term in the Partner Program Agreement.
As used in this Agreement, “we” or “us” or means InboxAware Marketing Cloud Inc. and “you,” “your” or “Trusted Advisor,” means you as the advisor participating in this program. “Trusted Advisor Site” individually and collectively means your website and/or e-mail communications and/or software applications. “Trusted Advisor Program” means the program we manage or control by which participating entities place links on their Trusted Advisor Site that connect to the InboxAware website and for which a commission is earned for new InboxAware subscribers.
(a) You must sign up through the Partner Portal to join the Trusted Advisor Program. In signing up, you are agreeing to be bound by the Agreement and such other policies as InboxAware may implement in the future and from time to time. Once signed up, you become a participant in the Trusted Advisor Program. Current and former InboxAware contractors, employees, and members of InboxAware employees’ immediate family are prohibited from participation in the Trusted Advisor Program.
(b) In order for us to pay you your commissions, you must have an active payment account linked to the e-mail address you used when registering for a InboxAware account. InboxAware will not have any liability or support obligations for any issues relating to your third party payment account.
(c) Trusted Advisors are not eligible for commissions from their own personal accounts or any account directly linked to them, including referred accounts with exact same names, billing address, or e-mail addresses.
(d) The commission rate offered shall be determined by InboxAware in its sole discretion and will be posted to InboxAware Program Guide, which is hereby incorporated by reference, and is found at the following link https://dash.partnerstack.com/inboxaware. InboxAware retains the right to modify, change, cap, limit or cancel any commission structure at any time. However, the commission structure in effect at the time a new customer subscribes shall govern for that individual subscriber.
(e) Cookie Duration. Cookies used as part of this program have a 90 day duration. If a potential customer clears their cookies during this period, InboxAware shall not be liable for any commissions that may have been owed to you.
(a) Once you have signed up as a Trusted Advisor, we will provide you with a unique referral link (“Link”) that links to a InboxAware website to start the enrollment process. Whenever you tell a potential new subscriber about InboxAware and how we can help improve their marketing automation, you or the potential new subscriber will just use that Link, and we will take care of the rest. You must use the Link, otherwise, we have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions. To qualify under the Trusted Advisor Program, any new subscriber must not have been a previous subscriber to any of our Services.
(b) You and InboxAware will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on an InboxAware website designated by us via a special tagged link format.
(a) All Trusted Advisors are required to complete and submit proper tax information to InboxAware before commission payments will be issued.
(b) Trusted Advisor does not need to collect any funds from any of the new subscribers referred to InboxAware. InboxAware will bill the customer directly and will be solely responsible for collecting payment. When a new customer subscribes to the Services through Trusted Advisor’s Link, InboxAware will then pay Trusted Advisor a commission, on a pay when paid basis, based on a percent of the payments collected from them as a InboxAware subscriber, all of which is more particularly set out at the link provided above.
(c) As a Trusted Advisor, we will provide you with access to the Partner Portal Dashboard using your log-in credentials. There, you can see a summary report for all new subscriptions directed from your Link, including information on new subscriber pricing plans and the associated commissions.
(d) You and InboxAware, responsible for paying any respective applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement.
(e) At InboxAware’s discretion, it may increase Trusted Advisor commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. InboxAware does not guarantee increases in commission to any trusted advisor, and InboxAware retains the right to change, modify, or cancel any commission plan at any time.
(a) You are only eligible to earn commissions on new subscriptions occurring during the Term. InboxAware may, in its sole discretion, pay you commissions for any new subscribers that remain subscribed for 60 days after the effective date of termination, but has no obligation to do so.
(b) Upon termination, you will discontinue all use of and delete the Link and other Tools that we make available to you for your participation in the Trusted Advisor Program.
(c) Upon termination, we may choose to maintain in our database and engage with any actual or potential customers we were made aware of by you. For the avoidance of doubt, termination of this Agreement will not cause any customer subscriptions to be terminated.