Preferred Partner Agreement

CivStart Preferred Partner Agreement

Last Updated: 9/25/2024

This Preferred Partner Agreement (“Agreement”) is a legally binding contract between CivStart Corp. (“CivStart,” “we,” or “us”) and vetted and certified businesses (“Preferred Partner(s)”or “you”) governing Preferred Partners’ participation in a CivStart’s Preferred Partner Program described herein.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT” OR BY OTHERWISE APPLYING TO OR PARTICIPATING IN THE PREFERRED PARTNER PROGRAM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR PARTICIPATION IN THE PREFERRED PARTNER PROGRAM, YOU AGREE TO BE BOUND BY, THE FOLLOWING AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO PARTICIPATE IN OUR PREFERRED PARTNER PROGRAM. YOUR PARTICIPATION IN THE PREFERRED PARTNER PROGRAM CONSTITUTES AN AGREEMENT BY CIVSTART AND BY YOU TO BE BOUND BY THIS AGREEMENT.

Preferred Partner Program Overview. CivStart offers a platform that allows Preferred Partners to connect with Customers. If you elect to participate in the Preferred Partner Program offered by CivStart, including any related events or activities (“Preferred Partner Program”) as a Preferred Partner, CivStart may provide your contact information to Customers and prospective Customers through listings made available by CivStart (“Listings”). Customers who engage in business relationships with Preferred Partners through the Preferred Partner Program will be referred to as a “Customer” or collectively as “Customers”. Participation in the Preferred Partner Program requires use of the CivStart platform. Any use of the CivStart platform, available at civstart.org will be governed by the End User Terms of Service, available at https://www.civstart.org/end-user-agreement.
Certification Requirements. In order to become certified as a Preferred Partner, must be approved by CivStart. To request approval, applicants should fill out an interest form made available by CivStart. Such applicants may subsequently be interviewed by CivStart staff and be asked to submit references, examples of previous work, and to provide other related information prior to approval by CivStart.
Fees and Payment Terms.
1. Fees. While applying to the Preferred Partner Program is free, participating Preferred Partner Program may be required to pay fees. For example, Preferred Partners will be charged a fee as a percentage of the revenue generated from any relationship that is formed through the Preferred Partner Program (such fee, a “Referral Fee”). Unless otherwise specified by CivStart, the Referral Fee will be ten (10) percent of Gross Revenue generated from relationships formed through the Preferred Partner Program. For clarity, “Gross Revenue” shall mean all amounts payable by Customers to Preferred Partner with respect to business relationships with Customers through the Preferred Partner Program during the Term of this Agreement and for 18 months thereafter. Preferred Partners shall be responsible for setting prices for their offerings. CivStart is not responsible for any refund disputes between Preferred Partners and Customers. Preferred Partner will be subject to the requirements set forth in Sections 3.4 (Self-Reporting) and 3.5 (Books and Records; Audit).
2. Price. CivStart reserves the right to determine pricing for the Preferred Partner Program, including any Referral Fees. CivStart may change the fees for any feature of the Preferred Partner Program, including additional fees or charges, if CivStart gives you advance notice of changes before they apply. CivStart, at its sole discretion, may make promotional offers with different features and different pricing to any of CivStart’s Preferred Partners. These promotional offers, unless made to you, will not apply to your offer or this Agreement.
3. Payment. Referral Fees will be due and payable no later than 30 days after the end of the calendar month in which Preferred Partner receives payment from Customer. Payments will be made to the account specified by CivStart and will be subject to all applicable taxes. Unless otherwise specifically provided for in this Agreement, all fees are in U.S. Dollars and are non-refundable, except as required by law.
4. Self-Reporting. Preferred Partners shall be required to self-report all Gross Revenue to CivStart within 15 days of the earlier of an agreement being signed between Preferred Partner and Customer or payment being made by Customer to Preferred Partner, and such reports will be in a format and level of detail acceptable to CivStart. Failure to comply with this Section shall trigger the rights and obligations set forth in Section 3.5, as well as any other applicable remedies granted under this Agreement.
5. Books and Records; Audit. Preferred Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Preferred Partner is required to provide with respect to its Gross Revenue. Upon CivStart’s request, Preferred Partner will make such records available to CivStart. CivStart shall have the right to engage an authorized and reputable third party auditor to examine Preferred Partner’s books and records, including all electronic records and data for the purpose of auditing Preferred Partner’s compliance with its obligations under this Agreement. If Preferred Partner is found in such audit to have misreported any figure or underpaid any amount, Preferred Partner will remit to CivStart the amount of any underpayment within 30 days after notification of the discrepancy. If the discrepancy exceeds 5% of the total amount purchased or reported by Preferred Partner for the period audited, then Preferred Partner will reimburse CivStart for the reasonable costs of the audit. The rights and obligations of this Section shall exist during the Term (defined below) and for two (2) years thereafter.
6. Delinquent Accounts. CivStart may suspend or terminate your participation in the Preferred Partner Program for non-payment of Referral Fees which are due or failure to generate sufficient Referral Fees during the Term, which shall be subject to CivStart’s sole and reasonable judgement. In addition to the amount due for the participation in the Preferred Partner Program, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
Feedback. We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Preferred Partner Program (“Feedback”), then you hereby grant CivStart an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Preferred Partner Program and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
Ownership; Proprietary Rights. All materials provided by CivStart as part of the Preferred Partner Program are the property of CivStart or its third-party licensors. Except as expressly authorized by CivStart, you may not make use of the CivStart materials. There are no implied licenses in this Agreement and CivStart reserves all rights to its materials not granted expressly in this Agreement.
Marketing
1. License to Use Preferred Partner Marks. During the term of this Agreement, CivStart is hereby granted a non-exclusive license, subject to the terms and conditions of this Agreement to use Preferred Partner’s trademarks, service marks, trade names, product names, logos, designs, and other designations or brands used by Preferred Partner (collectively, “Preferred Partner Marks”) as well as any other information provided by Preferred Partner on its Listings in connection with advertising for and providing leads to Preferred Partners through the publication of Listings. Such license is expressly limited to uses by CivStart necessary or appropriate in connection with its performance pursuant to this Agreement and as set forth in any general instructions issued by Preferred Partner from time to time. CivStart will not alter the Preferred Partner Marks in any way or remove the Preferred Partner Marks from any materials provided by Preferred Partner. Subject to the provisions of this Section, CivStart may indicate its relationship to Preferred Partner and use the Preferred Partner Marks, provided that such references are truthful and not misleading and Preferred Partner is designated as the owner of the Preferred Partner Marks.
2. Marketing Restrictions. CivStart will market and represent the Preferred Partner fairly and accurately. CivStart will make no representations or warranties concerning Preferred Partner that: (i) are made on behalf of Preferred Partner; (ii) violate any laws or regulations; or (iii) are false, misleading or inconsistent with materials approved, published or supplied by Preferred Partner (including terms and conditions, lead times, and the like). Neither party will make any press release or other public announcement concerning this Agreement without the prior written approval of the other party.
3. Publicity. During the term of this Agreement, revocable at any time by CivStart, and subject to the terms and conditions of this Agreement as well as any brand guidelines provided by CivStart to Preferred Partner from time-to-time, Preferred Partner may make a statement in marketing and promotion materials, collateral, presentations and publications stating that Preferred Partner is “part of the CivStart Consultant Network as a Preferred Partner.”
Intellectual Property Rights Protection
1. Respect of Third Party Rights. CivStart respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks Preferred Partners to do the same. Infringing activity will not be tolerated on or through the Preferred Partner Program.
Modification of Terms. We may, from time to time, change this Agreement. Please check this Agreement periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to participate in the Preferred Partner Program. If you do not agree to the modified Terms, then you should discontinue your participation in the Preferred Partner Program. Except as expressly permitted in this Section 8 (Modification of Terms), this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
Term and Termination
1. Term. This Agreement is effective beginning when you accept this Agreement or first participate in the Preferred Partner Program and continues until terminated by either party as set forth herein (“Term”).
2. Termination. If you violate any provision of this Agreement, then any certifications provided to you by CivStart will be revoked and your participation in the Preferred Partner Program and this Agreement will automatically terminate. In addition, CivStart may, at its sole discretion, terminate this Agreement at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate this Agreement at any time by contacting CivStart at info@civstart.org. Such termination will be effective thirty (30) days after receipt of notice from Preferred Partner to CivStart. This Agreement will automatically terminate if either party terminates the End User Terms of Service.
3. Effect of Termination. Upon termination of this Agreement: (a) your license rights will terminate and you must immediately cease to participate in the Preferred Partner Program; (b) you must pay CivStart any unpaid amount that was due prior to termination; and (c) all payment obligations accrued prior to and after termination and Sections 4 (Feedback), 5 (Ownership; Proprietary Rights), 9.3 (Effect of Termination), 10 (Indemnity), 11 (Disclaimers; No Warranties by CivStart), 12(Limitation of Liability), and 13 (Miscellaneous) will survive. Upon termination of this Agreement, CivStart shall use reasonable efforts to take down Listings pertaining to Preferred Partner and will no longer market or promote the Preferred Partner.
Indemnity. You will defend and indemnify CivStart, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “CivStart Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (2) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (3) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Warranties and Disclaimers; No Warranties by CivStart
1. Each party represents, warrants, and covenants to the other party that it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, or law which is violated by) its execution and delivery of this Agreement, and that it will comply with all laws, ordinances, regulations, rules, orders, and other requirements (including requirements for licenses, permits, certifications and approvals) of governmental authorities having jurisdiction applicable to its performance under this Agreement. Preferred Partner represents and warrants that Preferred Partner Marks infringes does not and will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party.
2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CIVSTART DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
3. BY FORMING BUISINESS RELATIONSHIPS AND COMMUNICATING WITH OTHER END USERS (INCLUDING CUSTOMERS), YOU FREELY AND WILLFULLY ASSUME RISKS INHERENT IN ENGAGING IN SUCH RELATIONSHIPS AND COMMUNICATIONS, INCLUDING, BUT NOT LIMITED TO, FAILURE OF THE OTHER PARTY TO PERFORM OR PAY AS PROMISED. PREFERRED PARTNERS ARE SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY OF POTENTIAL BUISINESS RELATIONSHIPS.
4. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 11 (DISCLAIMERS; NO WARRANTIES BY CIVSTART) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. CivStart does not disclaim any warranty or other right that CivStart is prohibited from disclaiming under applicable law.
Limitation of Liability
1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CIVSTART ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR PARTICIPATION IN THE PREFERRED PARTNER AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CIVSTART ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
2. EXCEPT TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CIVSTART ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO PARTICIPATE IN THE PREFFERED PARTNER PROGRAM OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO CIVSTART UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
3. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 12 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Miscellaneous
1. General Terms. This Agreement is the entire and exclusive understanding and agreement between you and CivStart regarding your participation in the Preferred Partner Program. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement and all rights granted under this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
2. Governing Law. This Agreement is governed by the laws of the State of Delaware without regard to conflict of law principles. You and CivStart submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New Castle County, Delaware for resolution of any lawsuit or court proceeding permitted under this Agreement.