Tech Partner Application

Virtuous Partner Program Partnership Information and Referral Form REFERRALS Referral Incentives are available at every partnership level. If you wish to participate in referral incentives the following processes and terms shall apply. Please fill out any referral-related terms in the Company Profile section of the Partner Portal. The Virtuous Partnership Information and Referral Form (the “Virtuous Partnership Information and Referral Form” or “Form”) is governed by and subject to the Virtuous Partner Terms and Conditions, which incorporate by reference this Form (collectively, the “Terms and Conditions” or “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Terms and Conditions. Any additional or conflicting terms added by Partner to this Form or any other purchase order, addendum, or other document, shall not form part of this Agreement unless expressly accepted in writing by Virtuous. In the event of a conflict between the Terms and Conditions and this Form, this Form shall control. This Agreement shall supersede and control over any prior agreements, proposals, or contracts relating to the Services. By signing below the Partner and Virtuous agree to be bound by the Terms and Conditions and the terms herein. PARTNER AND VIRTUOUS EXPRESSLY CONSENT AND AGREE THIS AGREEMENT MAY BE ELECTRONICALLY SIGNED. PARTNER AND VIRTUOUS AGREE THE ELECTRONIC SIGNATURES APPEARING ON THIS AGREEMENT SHALL BE TREATED, FOR PURPOSES OF VALIDITY, ENFORCEABILITY AS WELL AS ADMISSIBILITY, THE SAME AS HAND-WRITTEN SIGNATURES. Virtuous Partner Terms and Conditions These Virtuous Partner Terms and Conditions govern the Virtuous Partner Program provided by Virtuous Software, Inc., a Delaware corporation (“Virtuous”), to the Partner identified on any applicable Virtuous Partnership Program Information and Referral Form (“Partner Information Form”). From time to time, the Company and Partner shall be referred to collectively as “parties” and individually, each a “party.” Recitals Virtuous is in the business of providing cloud-based services for nonprofit organizations to manage their fundraising and volunteer efforts (“Virtuous Services”). Virtuous has created a partner program with various tiers of engagement for its business collaborators, the benefits and requirements of which are located at https://virtuous.org/partner-program/ (the “Partner Program”), and Partner would like to participate in the Partner Program. Agreement NOW THEREFORE, in consideration of the mutual promises exchanged by and between the parties, the parties agree as follows: 1. Scope of Partnership. Partner may participate in the Partner Program at the tier of its selection, provided that it has executed this Agreement, (ii) completed all necessary Partner Program requirements, (iii) is in good standing with Virtuous, and (iv) done one of the following: (a) has registered (or on its behalf) a Lead in the Partner Portal, via an affiliate link in the last twelve (12) months, or (b) otherwise provided Partner Services. Virtuous reserves the right in its sole discretion to remove Partner from a particular tier or from the Partner Program altogether If Partner fails to meet any applicable requirements. Virtuous may change the requirements and benefits of the Partner Program at any time in its sole discretion. Partner shall not engage in any misleading or deceptive conduct detrimental to Virtuous or disparage Virtuous in any way, or make any representations, warranties or commitments on behalf of Virtuous or the Virtuous Services. 2. Fees and Commissions. Except as may otherwise be provided under the Partner Program or expressly herein, no fees or commissions are contemplated by this Agreement. 3. Certification, Tiers and Badges. Partner may state that it is a participating partner in the Partner Program and may include applicable tier badges in its marketing materials and social media, provided that in no case may Partner hold itself out as a certified partner unless it has successfully completed the certification process. 4. Referral Opportunities. All Referral Incentives are non-exclusive, and Virtuous may enter into referral relationships with other entities. In the event that Partner has selected the Referral Incentive on the Virtuous Partner Election Form, the following additional terms shall apply: a. Qualified Leads. In order to qualify as a qualified lead, a prospect must be (a) a registered 501c(3) or non-profit entity, (b) not be an existing customer of Virtuous, and (c) not already be designated by Virtuous as an open sales opportunity (“Qualified Lead”). b. Qualified Lead Information: In the event that Partner wishes to submit a Qualified Lead to Virtuous, Partner will either submit the referral through the Virtuous Partner Portal or email the following information to the Virtuous Point of Contact (“Qualified Lead Information”): i. Qualified Lead Company Name ii. Qualified Lead Name iii. Qualified Lead Title iv. Email Address v. Phone Number c. Referral. After submission of the Qualified Lead Information to Virtuous, Partner shall either introduce the Qualified Lead to Virtuous or ensure that Virtuous is able to contact the Qualified Lead using the Qualified Lead Information provided by Partner. d. Commission Eligibility. Partner shall be eligible for a Commission (as defined below) for any Qualified Leads that enter into a definitive agreement with Virtuous within six (6) months after the date of submission of such Qualified Lead to Virtuous (“Referral”). Partner can refer a Qualified Lead that did not convert to a sale within such time period six (6) months the initial submission date. Virtuous is not required to accept any lead or to provide services to any prospect, and may or may not elect to accept a lead or provide services to any prospect in its sole discretion. e. Commission Calculation and Payments. Virtuous will pay Partner a commission for Referrals on a quarterly basis in accordance with the commission structure identified on the Partner Information Form, which shall be calculated based on the actual amount of money received by Virtuous from the Referral during such quarter (“Commission”). f. Marketing. Partner may advertise and market Virtuous goods and services to anyone that it chooses. g. Use of Virtuous Trademarks. During the performance of this Agreement, Virtuous grants to Partner the non-exclusive limited right and license to use the Virtuous trademarks (“Virtuous Marks”) solely for the purpose of marketing the Virtuous goods and services to prospective Qualified Leads in accordance with the requirements herein. Partner shall adhere to Virtuous’ marketing and trademark guidelines regarding the use of the Virtuous Marks. Partner shall use the Virtuous Marks in accordance with the brand guidelines located at https://brand.virtuous.org/ or as otherwise directed by Virtuous. Virtuous shall retain ownership of all materials provided to Partner, and nothing contained in this Agreement shall confer on Partner any right to use the name, trademark or other designation of Virtuous in manner whatsoever except for purposes of fulfilling its obligations under this Agreement. Partner may use Virtuous Marks only if the general level of the quality of use equals or exceeds the general level of the quality of similar uses provided by Virtuous. Virtuous may revoke Partner’s rights to use Virtuous name, logo and other identifying marks at any time. Partner acknowledges Virtuous’ ownership right of in the Virtuous and agrees that all use of the Virtuous Marks will inure to the benefit, and be on behalf, of Virtuous. Upon Virtuous’ request, Partner shall return all materials belonging to Virtuous in Partner’s possession. h. Standards of Performance. Partner shall promote, advertise, and market Virtuous' services and refer prospects to Virtuous in a professional manner in accordance with the highest industry standards. Partner shall be held to the highest standards of business ethics when promoting Virtuous. Whenever there is doubt or a question regarding Virtuous or its services, including but not limited to system functionality and features or Virtuous’ go-to- market or Virtuous’ support team, Partner is expected to speak directly with the Virtuous Point of Contact (as defined in Partnership Information Form) for direction. i. No Solicitation. For the duration of the relationship between the Partner and Virtuous and for a period of eighteen (18) months after the Partner’s last successful referral of a Qualified Lead to Virtuous, Partner will not solicit employees or contractors of Virtuous to provide any services in any capacity, either directly or indirectly, without the written consent of Virtuous. 5. Term. Subject to the termination provisions below, this Agreement shall commence on Effective Date and shall continue in effect for twelve (12) months (“Initial Term”). After the Initial Term, the term of the Agreement shall automatically renew for additional one (1) year terms (each a “Renewal Term”), unless terminated earlier in accordance with the termination provisions below. 6. Termination. The Agreement may be terminated for no cause by either party upon thirty (30) days written notice to the other party. Virtuous may terminate this Agreement immediately upon notice if it determines in its sole discretion that termination is necessary to comply with applicable law or harm to its services, reputation, customers or users. If either party fails to perform or comply in any material respect with any of its obligations under this Agreement, and such failure is not remedied within thirty (30) days after receipt of written notice of such failure, then such party may terminate this Agreement effective upon expiration of such thirty (30) day cure period. 7. Confidentiality. a. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party (i) shall use commercially reasonable efforts to protect the Confidential Information of the Disclosing Party, (ii) shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, Partners and agents who need such access for purposes consistent with these Terms and Conditions and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party shall ensure its authorized representatives’ compliance with and be responsible for and liable for its authorized representatives’ non-compliance with, the terms of this Section 5. b. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its authorized representatives noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party; or (iv) was or is independent developed by the Receiving Party without reference to or use of the Confidential Information. c. If the Receiving Party or any of its authorized representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. Subject to this subsection, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of Receiving Party’s counsel, the Receiving Party is legally obligated to disclose. 8. Proprietary Rights. Except as otherwise provided herein, as between the parties each party is the exclusive owner of its goods and services, and retains all right, title and interest thereto, including all intellectual property rights therein. Nothing in this Agreement grants any right, title, or interest in or to any intellectual property rights in or relating to the foregoing except as may expressly be granted herein. 9. LIMITATION OF LIABILITY. NEITHER PARTY WILL HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY DIRECT OR INDIRECT DAMAGES, LOST PROFITS OR LOST REVENUES OR ANY BUSINESS INTERRUPTION OR DELAY OR LOSS OF DATA OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE LIABILTY OF EITHER PARTY EXCEED ONE THOUSAND DOLLARS. THE FOREGOING LIMITATIONS IN THIS SECTION 8 APPLY NOTWITHSTANDING ANY OTHER PROVISION OR TERM OF THIS AGREEMENT OR THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE (INCLUDING THE RISKS THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE A CONSEQUENTIAL LOSS). 10. Relationship of the Parties; No Partnership. The parties are independent parties, and this Agreement does not create a legal partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. No reseller or distributor relationship is created by this Agreement. The parties acknowledge and agree that the term “partner” is used in this Agreement as a term of art for convenience of reference only, and that no legal partnership has been created, that the parties are not carrying on as co-owners in any business for profit and that no profits are or will be shared between the parties. 11. General. This Agreement and its exhibits expressly attached hereto or incorporated by reference constitute the entire Agreement between the parties and supersede all prior proposals or representations, contracts or agreements, whether written or oral, regarding the subject matter hereunder. This Agreement can only be modified in writing. No delay or failure by either party to exercise any right or remedy under the Agreement will constitute a waiver of such right or remedy. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant. Neither party will assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, provided that either party may assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or in connection with a merger, change in control, stock sale or other similar transaction. The Agreement is binding upon, and will inure to the benefit of, the parties hereto and their respective permitted successors and assigns. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement. Those sections that should naturally survive the termination of this Agreement shall survive. All notices, requests, and other communications hereunder must be in writing and addressed to a party at the contact information in this Agreement. This Agreement is governed by the laws of State of Delaware and the United States without regard to conflicts of laws provisions or the International Convention on the International Sale of Goods. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.