Ontraport Reseller Agreement
This Agreement is between Ontraport (“COMPANY”) and the reseller (“Reseller”) and establishes the terms and conditions for Reseller’s participation in the Company Reseller Program (the “Program”). Under the Program, Company will provide marketing and promotional support to Reseller as specified in this Agreement related to Reseller’s purchase and license of Company products for resale.
1. Reseller Qualification
1.1 In order to ensure adequate technical and marketing support to end-users, eligibility to resell Company products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site). These Program Materials contain a detailed description of the benefits to a Reseller as well as the requirements of a Reseller under this program. Reseller will not sell Company products without arranging for adequate post-sales support.
2. Relationships
2.1 Reseller is an independent contractor engaged in purchasing Company products for resale to its customers. Reseller is not an agent or legal representative of Company for any purpose, and has no authority to act for, bind, or commit Company.
2.2 Reseller has no authority to make any commitment on behalf of Company with respect to quantities, delivery, modifications, interfacing capability, suitability of the software, or suitability in specific applications. Reseller has no authority to modify the warranty offered with Company products. Reseller will indemnify Company from liability for any modified warranty or other commitment by Reseller not specifically authorized by Company.
2.3 Reseller will not represent itself in any way that implies Reseller is an agent or branch of Company. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by Company immediately upon notice from Company.
3. Term, Limitations, Termination
3.1 The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and Company. This Agreement shall automatically renew on each subsequent year for a one-year term unless it is terminated earlier in accordance with this Agreement.
3.2 Company or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
3.3 Company may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice unless otherwise specified in the notice.
3.4 Upon expiration, non-renewal, or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse – it does not affect any existing outstanding amounts due.
4. Reseller Programs
4.1 Company Reseller program will contain various participation levels. Company will invite Reseller from time to time to participate in the cooperative advertising, market development, and promotional programs offered by Company as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. Company reserves the right to terminate or modify such programs at any time at its sole discretion.
4.2 Reseller shall exert best efforts to market Company products, and is able to use promotional materials supplied by Company.
4.3 As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the Company products in general, and will have access to appropriate Company sales and technical training.
4.4 Company does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. Company specifically reserves the right to modify any of the specifications or characteristics of its products, remove any product from the market, and/or cease manufacturing or supporting it.
4.5 Reseller is expected and encouraged to advertise and promote the sales of Company products through all appropriate media including trade show exhibits, catalogs, direct mailings, space advertising, educational meetings, sales aids, etc. Company must approve all original materials that use Company name or trademarks (aside from modifying existing Company supplied template materials). Company will assist Reseller in advertising and promoting Company products in accordance with Company policy.
5. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL COMPANY BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
6. Use of Company Trademarks
6.1 Reseller acknowledges the following:
6.1.a Company owns all rights, titles, and interests in the Company names and logotypes.
6.1.b Company is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
6.1.c Reseller will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with Company.
6.2 During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the Company products. Reseller may also use the Company trademarks and trade names to promote and solicit sales or licensing of Company products if done so in strict accordance with Company guidelines. Reseller will not adopt or use such trademarks or tradenames, or any confusingly similar word or symbol, as part of its company name or allow such marks or names to be used by others.
6.3 At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the Company and Company names or trademarks or any other combination of words, designs, trademarks, or tradenames that would indicate that it is or was a reseller of the Company products.
7. Product Warranty
7.1 The warranty terms and conditions will be as specified in the Company Standard Terms and Conditions of Sale (EULA).
7.2 COMPANY WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Software
8.1 The software license terms will be specified in Company Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.
9. Proprietary Information
9.1 Company and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without the permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.
9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to Company. Reseller shall not have any right to manufacture Company products.
10. Export Controls
Regardless of any disclosure made by Reseller to Company or Distributor of an ultimate destination of Company products, Reseller shall not export, either directly or indirectly, any documentation, Company products, or system incorporating such Company products to any locations on the excluded export list. Following are the locations: None at present.
11. Compliance with Laws
Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller agrees to indemnify and hold Company harmless for all liability or damages caused by Reseller’s failure to comply with the terms of this provision.
12. Government Contract Conditions
In the event that Reseller elects to sell Company products or services to the Government (national, regional, or local), Reseller does so solely at its own option and risk and agrees not to obligate Company as a subcontractor or otherwise to the Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. Company makes no representations, certifications, or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.
13. Miscellaneous
Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of the e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.
This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. California law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. Company and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.
Ontraport Referral Partner Agreement
By agreeing to receive commissions, you agree to the terms and rules discussed herein. This Agreement is between Ontraport (“affiliate manager,” “us,” “we,” or “our”) and the Partner (“the referrer,” “you,” “your” or “partner”). We are independent parties and this Agreement will not form any partnership. This Agreement will begin upon your first accepted commission (“Effective Date”) and will end when terminated by either party. Termination may happen at any time, with or without cause, by giving the other party written notice of termination.
Program Eligibility and Commissions
The referral program is available only to current Ontraport clients, active Certified Experts, active Agency Partners and approved applicants to the Partner Program.
Commissions are earned at a rate of 25% of the paid “package” subscription, credited to the “last referrer” noted on the customer’s affiliate link at the time of their first purchase, unless otherwise stated in your Agency Partner agreement.
“Packages” consist of the base level plans listed on ontraport.com/pricing and do not include add-ons, user seats, messages or any other Ontraport products.
Earned commissions will be approved and paid one week after referred accounts pass their refund period. We reserve the right to change our refund policy at any time, and if we do, commissions will be adjusted accordingly.
Approved commissions over $100 will be paid out each week on Fridays via PayPal. No commissions can be earned on your own account; self-referring for the sole purpose of obtaining a discount is not permitted.
The Referrer (Partner) and Referee may not be immediate family members and must reside at different addresses.
We will monitor, track and audit referrals submitted for accuracy and to prevent fraud. We reserve the right to claw back paid commissions, exclude you from earning future commissions, and forfeit any partner rewards should we find any errors or agreement violations.
Manual Referral Credit
We will manually add you as the referral partner, upon your request, if the client does not sign up with your affiliate link and all of the following requirements are met:
You, the referrer, must make the request within 30 days of the first account payment by the referred account. You must be a current client, active Certified Expert or active Agency Partner. The account owner of the referred account must respond to our inquiry to confirm that you referred them. The referred account must not already be credited to another partner.
Payment Requirements
In order to claim approved commissions, you must have a valid PayPal account. All unclaimed approved commissions older than six months will be canceled. You can download your 1099 from PayPal for United States tax purposes.
Changes to This Agreement
By posting a change notice, we may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Continued participation in the program 30 days following the posting of such changes will be considered your acceptance of the changes.
Ontraport Affiliate PPC Rules
Search Engines
Bidding is allowed on Google and Bing/Yahoo with a few restrictions described in this section. Bidding on Ask, Facebook, Twitter, Find What and other search engines and social media sites is permitted with no restrictions on Ontraport trademarked terms. However, the competitor-term rules in the PPC Policy must be followed on all pay-per-click search engines and advertisements.
Ontraport and Manufacturer Trademarks
Affiliates may not bid on Ontraport trademark terms on Google and Bing/Yahoo, including their international versions. There are no trademark restrictions on Ontraport trademarks on Ask, Find What, Facebook and other pay-per-click search engines.
Affiliates may not use www.ontraport.com in the display URL at any PPC search engine or in any content network sections. Alternative spellings of our domain are also not permitted, including but not limited to www.entraport.com, www.ontra-port.com, www.ontraport.net and similar variations.
Affiliates are permitted to use Ontraport trademarks in the path portion of the display URL, to the right of their own domain. For example: www.yoursite.com/ontraport.
Affiliates may not include “Official Site” or otherwise represent that their advertisement is an official Ontraport advertisement or site. Affiliates may not bid on “Ontraport + term” combinations on Google or Bing/Yahoo (for example, “Ontraport reviews” or “Ontraport discounts”).
Affiliates may bid on manufacturer-specific terms, although some manufacturers have blocked the use of their terms on certain search engines without prior permission.
Ontraport terms include, without limitation, the following and any potential misspellings: ontraport.com, www.ontraport, ONTRAPORT, ONTRApages, ONTRAPORT Pages, Ontra port, Ontra-port, Entreport and Entraport.
Direct to Merchant and Landing Pages
Direct-to-merchant linking is not permitted on Google or Yahoo/Bing. Affiliates may not use our URL in the display URL on any PPC advertisement. Domain misspellings are not allowed in the display URL on any advertisement, including but not limited to www.ontraports.com, www.ontraport.net, www.ontra-port.com and similar variations.
Affiliates who are bidding on Ontraport trademarks may not use landing pages that include advertisements for competitors.
Geo-targeting and Dayparting
Geo-targeting is allowed on all search engines so long as the policies regarding display URL, competitor terms and trademarks are followed. Dayparting is also allowed under the same conditions.
Using geo-targeting or dayparting to avoid enforcement of the Ontraport PPC Policy is strictly prohibited and is grounds for immediate removal from the program and reversal of all commissions for up to 30 days prior to the date of the PPC violation.
International geo-targeting is allowed as long as the advertisement is truthful with respect to Ontraport’s international policies. International affiliates may not use an Ontraport display URL on any search engine, including but not limited to www.ontraport.com and any related misspellings.
Ad Copy Restrictions
Affiliates are required to be truthful in any advertisement representing Ontraport. You may not represent your advertisement as an official or endorsed Ontraport advertisement or site.
Exclusions, Penalties and Notifications
Ontraport reserves the right, at its sole discretion, to exclude any or all aspects of our PPC policy for individual affiliates. Excluded affiliates must agree via signed contract to any permitted exclusions; you may not assume exclusion based on verbal or informal written communication.
Affiliates will receive one warning and will have 48 business hours to comply with any PPC violations. A second violation will result in termination of the affiliate relationship and may result in reversal of past commissions earned for up to 30 days prior to the second violation.
Affiliates who are found to be using geo-targeting or dayparting features to avoid enforcement of the Ontraport PPC Policy will be immediately removed from the Ontraport affiliate program, have all commissions reversed for up to 30 days prior to the violation date, and be reported to the affiliate network for investigation.
Affiliates who are found in breach of the PPC Policy and Terms of Service regarding competitor terms will be immediately removed from the program, have all commissions reversed for up to 30 days prior to the violation, and be subject to a $5,000 penalty.
From time to time, Ontraport may review and update the PPC Policy to reflect changes in the way search engines operate or changes in Ontraport philosophy. Any changes made to the PPC Policy will be announced via the Ontraport Partner Center and posted on the Ontraport legal website. Affiliates will be given no less than seven business days to comply with any new PPC terms before a first violation is cited.
Reporting Violations
Violations of the Ontraport PPC Policy may be reported to support@ontraport.com. Please include all applicable proof in your email, including but not limited to screenshots of the ad, geographical location of the ad, URL or network tracking information, and the search engine where the ad was found.
Governing Law and Miscellaneous
This Agreement will be governed by the laws of the United States and the State of California. Any action relating to this Agreement must be brought in the federal or state courts located in Santa Barbara, California, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
By submitting this Partner Agreement form, you acknowledge that you have read this Agreement and agree to all of its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
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