Maropost Partner Agreement

MAROPOST PARTNER PROGRAMS

Last Updated: December 14th, 2020

This is a contract between you and Maropost Marketing Cloud 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 Maropost Partner Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation as a Partner for the resale of Maropost’s 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 Maropost’s application programming interface (the “Tools”).

By taking part  in one of our Partner Programs, you are agreeing to these terms and also agree to and accept the program addendums and policies set out herein and therein, respectively. In signing up for an account, you are also agreeing to be bound by Maropost’s standard Terms & Conditions, Privacy Policy, Anti-Spam Policy, and other policies found on Maropost’s website and as Maropost may implement in the future and from time to time (Maropost’s “Policies”).  If there’s a conflict between the Policies and this Agreement, this Agreement shall control.

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 “Maropost” means Maropost Marketing Cloud Inc. and “you,” “your”, or “Partner,” means you as the individual/entity participating in a Program. 

1. Non-Exclusivity.

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.

• Partner Programs.

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:

• The Agency Partner Program provides the opportunity for you to create your own business around Services and Tools to brings marketing automation to your clients (“Clients’). Under the Agency Partner Program, you offer the Services under your own brand or trademarks and service your own Clients. Agency Partners earn ongoing commissions on their new subscribers. Before you can start making commissions on the new subscribers you bring in and service you must: (i) complete your application on our website and (ii) agree to be bound by the Agency Partner Addendum that governs the program at located atm – https://dash.partnerstack.com/maropost.
  • The Trusted Advisor Program allows you to be an advocate for the Services and make a commission on each new paying subscriber that enrolls for the Services through you by using unique referral link (“Link”). Before you can start making commissions on the new subscribers you bring in you must: (i) complete your application on our website and (ii) agree to be bound by the Trusted Advisor Addendum that governs the program at located at https://dash.partnerstack.com/maropost.
  • The App Partner Program allows you to use Maropost’s application programming interface for integration. Before you can start you must: (i) complete your application on our website and (ii) agree to be bound by the App Partner Addendum that governs the program located at https://dash.partnerstack.com/maropost.

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 Maropost, 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, Maropost post will not pay any commission to a Partner for those Clients, referrals, or new subscribers that are either an affiliated company to Maropost or are engaged in the adult film industry, as determined by Maropost 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.

• Representations and Warranties.

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.

• Confidentiality.

Maropost 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 Maropost’s instructions, not disclose Confidential Information to third parties outside of Maropost’s instructions, and shall keep any Confidential Information related to Maropost’s unreleased Services, Tools, products or features confidential until such time as Maropost releases such Services, Tools, products or features to the public.

• DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.Maropost will remain solely responsible for the operation of the Maropost website, the Services, and the Tools, and you will remain solely responsible for the operation of your website and the activities of your Clients, as applicable, with respect to the Services and the Tools. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES, THE TOOLS, AND PROGRAMS ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAROPOST EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF FEES A PARTNER MAY GENERATE DURING THE TERM, (II) PARTNER’S CONTINUED PARTICIPATION IN THE PROGRAM, AND (III) ANY ECONOMIC OR OTHER BENEFIT THAT PARTNER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THE PARTNER PROGRAM.UNDER NO CIRCUMSTANCES WILL MAROPOST BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF MAROPOST HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. MAROPOST’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS COLLECTED FROM PARTNER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
  • Use of Trademarks.
    • Maropost hereby grants to you during the Term (defined in Section 7 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your website and the Maropost website and to use Maropost’s trade names, logos, trademarks and service marks (the “Marks”) in accordance with this Agreement.
    • The foregoing license does not include the right to, and Partner will not, modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. Partner will comply with any trademark usage guidelines and instructions provided by Maropost in connection with Partner’s use of the Marks. We will have the right to review and monitor your use of the Marks. If there is any non-compliance with such guidelines and instructions, at Maropost’s request and direction, you will, at your sole cost, promptly correct any non-complying use of the Marks. You will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Your use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to Maropost’s prior review and approval, and you will furnish to Maropost an advance copy of each such items. All goodwill arising from your use of the Marks will inure solely to the benefit of Maropost. You will at all times maintain a high level of quality for your website and/or referral material.
    • You grant to Maropost a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos in connection with this Agreement.
    • Except as set forth above, we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.
  • Term, Termination, Cancellation, Expiration
    • The term of this Agreement will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination. For the effects of expiration/termination/cancellation refer to the applicable addendum for your program.
    • In the case of an Agency Partner, we may, without limiting any of our rights, terminate this Agreement and your participation in the Agency Partner Program for the violation of any of Maropost’s Policies by you or any of your Clients.
  • Restricted Activities.
    • General Restrictions. Partner will conduct its business and activities in a manner that promotes a good, positive image and reputation for Maropost, the Services, and the Tools. Without limiting the generality of the foregoing, Partner will not:
      • use any inappropriate form of promotional, marketing, or advertising activity for the Services or the Tools or for any services of Partner in which the Services or the Tools are incorporated, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Maropost and the Services and the Tools, or with your Link or website, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Maropost and the Services, as applicable;
      • engage in any unfair or deceptive trade practice involving the Services and the Tools;
      • participate in any promotion, advertising, marketing, or sale of any imitation of the Services and the Tools;
      • include or provide for in any website any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information;
      • other than as permitted by this Agreement, copy, use, or distribute any information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our products and services (the “Maropost Content”) in connection with your promotion and marketing of the Services and/or the Tools;
      • hold yourself out to be an Maropost employee or use any Maropost Content to mislead potential new Clients into believing you are endorsed or employed by Maropost;
      • use the string “Maropost” for any website domain name;
      • use any profane, vulgar, discriminatory, or objectionable words or phrases in domains used in connection with the Services and/or the Tools;
      • use any accounts for Services and/or the Tools obtained at a discount from Maropost for your own personal use, or use its own Link to purchase any Services;
      • send spam or send bulk-emails to market and promote the Services, the Tools or promoting Links;
      • directly or indirectly convert or attempt to convert or persuade current active Maropost subscribers to become Partner Clients or use your Link without our prior written approval; and
      • make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services, the Tools and/or the Link that is inconsistent with Maropost’s standard terms and policies, or that has not been approved or otherwise authorized by Maropost in writing.
    • Export Controls and Sanctions Compliance. You understand and agree that:
      • The receipt and use of the Services and/or Tools may be subject to export control and economic sanctions laws of the United States and other applicable government authorities (“Export Control and Sanctions Laws”). You agree to abide by all Export Control and Sanctions Laws as they relate to your resale, access, use and recommendation of the Services and the Tools to your Clients;
      • You will not, directly or indirectly, access or use the Services or Tools if you are located in a jurisdiction where the provision of the Services or Tools is prohibited by law (a “Prohibited Jurisdiction”), including Cuba, Iran, North Korea, Syria and the Crimea region;
      • You will not allow, resell or recommend the Services and the Tools to Clients or potential subscribers who are: (A) located in any Prohibited Jurisdiction; or (B) identified on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or subject to any other export control or economic sanctions lists or programs, to register for Maropost using your Link;
      • You represent and warrant that: (A) you are not named on or subject to any government sanctions programs or list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (B) you are not located in, or a company registered in, any Prohibited Jurisdiction; and (C) you will comply with all applicable laws regarding the transmission of technical data exported from Canada, the United States and the country in which you are located.
    • Anti-Corruption Compliance. You understand and agree that:
      • You will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others, as they relate to your access, use, recommendation and resale of the Services and the Tools;
      • You will not, directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage;
      • You will not, directly or indirectly, solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any act by you, any third-party acting on your behalf, or Maropost; and
      • You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value in connection with this Agreement.
  • Dispute Resolution; Binding Arbitration.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Maropost and limits the manner in which you can seek relief from us.

• YOU AND MAROPOST AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND MAROPOST AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
  • All disputes between Maropost and you will be resolved by a single arbitrator in accordance with the Arbitration Act (Ontario).
  • Any claim arising out of or related to this Agreement must be filed within one year after the date of the event giving rise to the claim; otherwise, you and Maropost no longer have the right to assert the claim.
  • Indemnification.

You will indemnify, defend, and hold harmless Maropost 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:

• the operation of any website;
  • a breach of your obligations under this Agreement;
  • any acts or omissions by Clients where such acts or omissions would constitute a violation of any Maropost Policies (“Client Violations”);
  • the violation of any third party intellectual property rights in respect of your website or under this Agreement.
  • General Provisions.
    • Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
    • This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws provisions. You and Maropost expressly agree to exclusive jurisdiction in any competent court in Toronto, Ontario to settle all disputes arising out of or relating to this Agreement.
    • Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to Maropost will be sent to its head office located in Toronto, Ontario.
    • You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
    • The failure of either you or Maropost to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
    • Maropost grants to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to Maropost, its products, its services, its trademarks, or any of its other property rights.
    • This Agreement shall in no way limit Maropost’s ability to sell its products and services, directly or indirectly, to any current or prospective customers.
    • If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

Agency Partner Addendum

Last updated: December 14th, 2020

Maropost Agency Partner Program

This Agency Partner Addendum is supplementary to the Partner Program Agreement located at https://dash.partnerstack.com/maropost 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 “Maropost” means Maropost 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”).

1. Participation

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 Maropost 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 Maropost contractors, employees, and members of Maropost employees’ immediate family are prohibited from participation in the Agency Partner Program.

• Resale

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 Maropost 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 Maropost 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 Maropost Services and/or the Tools within the 24-month period before the date of enrollment.

You are solely responsible and liable to Maropost for the acts and omissions of your Clients where such acts or omissions would constitute a violation of any of the Maropost’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 Maropost’s Policies to the extent any breach thereof by a Client does, or would reasonably be expected to have, an adverse effect on Maropost and/or the Services and/or the Tools.

You represent and warrant to Maropost that you have lawfully obtained all required permissions, authorizations, and consents under applicable laws for you and Maropost 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. Maropost 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 Maropost, 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.

• Usage

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 Maropost, 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.

• Commissions

(a) All Agency Partners are required to complete and submit proper tax information to Maropost before commission payments will be issued.

(b) Agency Partner does not need to collect any funds from any of the new subscribers referred to Maropost. Maropost will be responsible for collecting payment. Maropost 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 Maropost subscriber, all of which is more particularly set out in the Program Guide at the following link https://dash.partnerstack.com/maropost.

(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 Maropost, 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 Maropost’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. Maropost does not guarantee increases in commission to any agency partner, and Maropost retains the right to change, modify, or cancel any commission plan at any time.

• Effect of Termination

(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.

• Transfer of Accounts

Under certain circumstances as determined by Maropost, 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 Maropost 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. Maropost 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: Maropost 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 Maropost App Partner Program

This App Partner Addendum is supplementary to the Partner Program Agreement located at https://dash.partnerstack.com/maropost 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 Maropost 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 Maropost’s application programming interface. “Maropost 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 Maropost Products.

1. Participation & Licence

(a) You must sign up through the Partner Portal to join the Maropost App Partner Program. In signing up, you are agreeing to be bound by the Agreement and other policies as Maropost 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/maropost.

(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 Maropost (collectively, the “API Materials”) for the purpose of developing your software application (“Application”) and (ii) to use the Application to access Maropost’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 Maropost and request an additional 30 day extension, such extension to be provided by Maropost 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: 

• reproduce, distribute, or otherwise provide or make the API Materials available to any third party;
• introduce into the Services any viruses, worms, Trojan horses, backdoors, or other malicious code through the Application or otherwise; 
• make excessive API calls to the Services; 
• attempt to derive the source code or object code for the Services or any component thereof, including by reverse engineering, decompiling, disassembling, or similar means;
• use your Application to interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services; or
• access and/or use the Services and API Materials in order to build a similar or competitive product.

(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 Maropost 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 Maropost 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 Maropost 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 Maropost Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Company Product interoperating with the Maropost 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 Maropost Products.

• Fees

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.

• Duties and Restrictions

(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 Maropost 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 Maropost Products, including appropriate documentation on the setup and configuration of the Company Products in conjunction with the Maropost 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 Maropost Products. 

(b) You will use the Maropost Products for your internal business purposes and will not: (i) willfully tamper with the security of the Maropost Products or tamper with our customer accounts, (ii) access data on the Maropost Products not intended for you, (iii) log into a server or account on the Maropost Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any Maropost Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the Maropost Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the Maropost Products or make the Maropost Products available to a third party other than as contemplated in this Agreement, (vii) use the Maropost 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 Maropost 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 Maropost’s Terms and Conditions.

• Audit Rights

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.

• Effect of Termination

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 Maropost 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 Maropost Trusted Advisor Program

This Trusted Advisor Addendum is supplementary to the Partner Program Agreement located at https://dash.partnerstack.com/maropost 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 Maropost 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 Maropost website and for which a commission is earned for new Maropost subscribers.

1. Participation

(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 Maropost 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 Maropost contractors, employees, and members of Maropost 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 Maropost account. Maropost 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 Maropost in its sole discretion and will be posted to Maropost’s Program Guide, which is hereby incorporated by reference, and is found at the following link https://dash.partnerstack.com/maropost. Maropost 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, Maropost shall not be liable for any commissions that may have been owed to you.

• Promotion

(a) Once you have signed up as a Trusted Advisor, we will provide you with a unique referral link (“Link”) that links to a Maropost website to start the enrollment process. Whenever you tell a potential new subscriber about Maropost 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 Maropost will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on an Maropost website designated by us via a special tagged link format.

• Commissions

(a) All Trusted Advisors are required to complete and submit proper tax information to Maropost before commission payments will be issued.

(b) Trusted Advisor does not need to collect any funds from any of the new subscribers referred to Maropost. Maropost 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, Maropost 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 Maropost 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 Maropost, 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 Maropost’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. Maropost does not guarantee increases in commission to any trusted advisor, and Maropost retains the right to change, modify, or cancel any commission plan at any time.

• Effect of Termination

(a) You are only eligible to earn commissions on new subscriptions occurring during the Term. Maropost 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.