Partner Program Agreement 

1. Program Overview.

2.2 No Production Use or Real Data. Partner may not use the Services for production purposes or for any purpose other than as permitted in Section 2.1 (Partner Rights). Partner agrees to use only non-production test data (e.g., dummy data) with the Services, not any production data, personal information, confidential data, or Client data.

3. Referral Program

3.5.2 Exclusions. Subscription Fees exclude any separate fees for support, maintenance, overages, training, professional services or any other product or service, or any pass through costs. Subscription Fees will be reduced by any refunds, penalties, sales taxes, credits or other allowances to the Registered Opportunity.

• W-9 (US Partners) or W-8 (International Partners) IRS form reflecting the name of the Partner to this Agreement.
• Valid Bank Letter reflecting the name of the Partner to this Agreement

• Valid Billing Email Address

3.7. No Other Amounts. Partner is not owed any amounts other than Referral Fees. Notwithstanding anything else, Referral Fees apply only for Registered Opportunities for which Partner has complied with this Agreement and not any other Partner-identified leads or opportunities, even if resulting in a sale.

4. Marketing.

4.1 Use of Brand Elements. ****During the Term, subject to this Agreement, each party grants the other party the right to use and display its Brand Elements solely to identify the parties’ relationship under this Agreement and for mutually agreed marketing activities. Rights granted in this Agreement are non-exclusive and (except as set out in this Agreement) non-sublicensable and non-transferable.

5. Intellectual Property Rights.

5.2 Feedback. If either party provides the other party with feedback about the other party’s offerings, the recipient may use the feedback without restriction and retains all rights to such. This is not a license under the feedback provider’s patent rights.

6. No Fees or Expenses. Except as expressly set out in this Agreement, there are no fees, revenue share or other amounts due from either party to the other under this Agreement. Each party is solely responsible for its expenses and costs of performing under this Agreement.

7. Term of Agreement.

7.1 Term. This Agreement will have an initial term of 12 months and will renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current term ends (the “Term”).

7.4 Survival. These Sections survive termination or expiration of this Agreement: 4.2 (Approvals and Usage Limits), 6 (Intellectual Property Rights), 6.3 (Effect of Termination), 7.4 (Survival), 8.3 (Disclaimer of Warranties), 9 (Indemnification), 10 (Confidentiality), 11 (Limitation of Liability), 12 (General), 13 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

8. Conduct and Warranties.

8.1 Conduct. In performing this Agreement, neither party will (a) hold itself out as a reseller or distributor of the other party’s services, (b) engage in any misleading or deceptive conduct detrimental to the other party or (c) make any representations, warranties or commitments on behalf of the other party or regarding the other party’s services.

8.2 Warranties. Each party represents and warrants to the other that (a) it has the required power and authority to enter into and perform its obligations in this Agreement, (b) its acceptance and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all applicable laws in its performance of this Agreement, including Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.

12. General.

12.2 Affiliates and Contractors. Each party may use its affiliates and contractors to exercise its rights and fulfill its obligations, but remains responsible for their compliance with this Agreement.

12.3 Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement will be finally settled by the state and federal courts located in Multnomah County, Oregon. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this Section.

12.6 Waivers and Severability. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.7 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

12.9 Export. Partner agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. Partner (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

13. Definitions.

“Anti-Corruption Laws” means all applicable anti-bribery and anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Brand Elements” means the trademarks, service marks, names, logos, images, collateral or similar materials provided by a party for use under this Agreement.

“Competing Service” means any service offering similar functionality to the Services, including any service offering Client data infrastructure, data integration or data governance services.

Attachment 1 – Tiering System / Commission Rate

Summary: Partner has the ability to move up through our tiering system to obtain access to more benefits and higher Commission Rates. Below are our Program Tiers and associated benefits and qualification requirements.

Partner in Training

Partners in Training are new partners who have not completed training but have signed up and show commitment to moving forward. Partners in training have access to agency certification content and Channel Account Management support.

Certified Partner

Qualifications:

• Completed onboarding and training as described below; and
• Meets the following qualification for Partner Program:

Partner Agreement Requirements & Commissions:
To continue receiving commissions past the first year, Partner must remain an Active Partner (defined below) within the Customer.io Partner Program.

Definitions:

Closed-won Opportunity: A lead referred by Partner that becomes a paying customer of Customer.io.

Commission Eligibility: Partner must remain an “Active Partner” within the program to continue receiving commissions after the first year.

Active Partner: A Partner who has referred at least one Closed-won Opportunity per year (measured from the Effective Date of the Agreement and annually thereafter).

Closed-won Revenue: Means the net annual recurring revenue associated with a Closed-won Opportunity (not including pass through costs, implementation, professional services, support, or any non-recurring revenue associated with such Closed-won Opportunity).

Closed-won Revenue Threshold: Means the total Closed-won Revenue from all Partner’s Closed-won Opportunity necessary to achieve certified, gold, or platinum partner status, as indicated in the table below.

Commission Payable Period: Means each 12-month period of the Closed-won Opportunity for which Partner is eligible for a Commission with respect to such Closed-won Opportunity, according to Partner’s status as a certified, gold or platinum partner.