Partner Program Terms & Conditions
Effective Date: October 1, 2018
These AlphaTech Partner Program Terms & Conditions (the “Agreement“) govern your participation in the AlphaTech Partner Program
(the "Program") and are an agreement between AlphaTech, Inc. (“AlphaTech”) and you or the entity you represent (“you“,
“You”, or “Partner”). This Agreement takes effect when you are accepted into the Program via email confirmation from AlphaTech (the
“Effective Date”). If you are not accepted into the Program, then this Agreement does not come into effect. You represent to us that you
are lawfully able to enter into contracts, and if you are entering into this Agreement on behalf of an entity, such as the company for
which you work, you represent to us that you have legal authority to bind that entity.
AlphaTech Partner Program
- Joining the Program. To join the Program, you must submit a complete application at AlphaTech.com/partners,
agree to be bound by this Agreement, and be notified by AlphaTech of acceptance into the Program via email confirmation. For the
avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services, unless mutually agreed
upon in a separate written agreement between the parties.
- Program Benefits. If you are accepted into the Program, you may be entitled to receive certain benefits described
on the in the documentation. You may need to accept additional terms and conditions before receiving certain Program benefits. If you are
notified of acceptance to the Program, you may refer to yourself as a “member of the AlphaTech Partner Program” and use the AlphaTech
logo in a manner consistent with AlphaTech’s Brand Guidelines.
- Program Administration. From time to time, we may use the contact details you provide to send information about
the Program, including information about related events and training opportunities, invitations to participate in surveys and research
opportunities, and other information supporting your efforts to deliver solutions on AlphaTech.
- Partner Responsibilities. As a Partner, you agree to conduct yourself in accordance with AlphaTech’s
Acceptable Use Policy, and Brand Guidelines,
and will otherwise act in a reputable and ethical manner.
- Additional Terms. Your use of our communication and productivity software as a service and related systems (
the “Services”) is governed by the terms and conditions set out in the AlphaTech Terms of Service
or other agreement governing your use of our Services (the “Customer Terms”) as well as the Acceptable Use Policy,
AlphaTech App Developer Policy, AlphaTech
API Terms of Service, Brand Guidelines and
the App Directory Agreement, as applicable. Additional terms specified on the Program’s Site may apply to specific aspects of the Program.
In connection with the Program, the parties may wish to disclose to each other Confidential Information (as defined herein) related
to or in furtherance of the Program (the “Purpose”).
- Confidential Information. “Confidential Information” means all confidential information received by a party or any
of its Affiliates (as the “Receiving Party”) from the other party or any of its Affiliates (as the “Disclosing Party”) relating to the
Disclosing Party’s business (including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas,
processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product
development plans, forecasts, strategies and information). Notwithstanding the foregoing, in order to be considered “Confidential
Information” of the Disclosing Party under this Agreement, such information must be either (1) disclosed in tangible form and be conspicuously
marked “Confidential”, “Proprietary” or the like, (2) disclosed in non-tangible form and identified as confidential at the time of
disclosure, or (3) information, the nature of which and the manner of disclosure, are such that a reasonable person would understand
it to be confidential. The nature and existence of this Agreement, and any potential business relationship between the parties, shall
also be considered Confidential Information of both parties. “Affiliate” means any entity that directly or indirectly
controls, is controlled by, or is under common control with the subject entity. "Control" (as used in the preceding
sentence) means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Confidential
Information does not include information that: (i) is at the time of disclosure, or later becomes, generally known to the public through
no fault of the Receiving Party or any of its Affiliates, agents, consultants or employees; (ii) is or becomes available to the
Receiving Party on a non-confidential basis from a source which, to the knowledge of the Receiving Party, is entitled to disclose it to
the Receiving Party; or (iii) is at any time verifiably developed independently by the Receiving Party. If, regarding information under
(ii), the Receiving Party becomes aware at any time that the source was not entitled to disclose the information, then such information
shall be deemed Confidential Information from that time forward.
- Feedback. Notwithstanding anything to the contrary, you may provide suggestions, comments or feedback (“Feedback”)
to AlphaTech regarding your products and services. Any such Feedback will be provided voluntarily and AlphaTech may use and
commercially exploit any and all rights in the Feedback for any purpose without obligation or compensation to you, both during and after
the term of this Agreement. Feedback will not be deemed to be your Confidential Information.
- Non-Use and Non-Disclosure Obligations. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential
Information in confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all
precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information
or any information derived therefrom to any third party except to those who have a need to know such information in connection with the
Purpose and who have previously been bound by confidentiality obligations no less stringent than those of this Agreement, (iii) not to
use Confidential Information whatsoever at any time except as needed in connection with the Purpose, (iv) not to copy or reverse engineer
any such Confidential Information, and (v) not to export or reexport (within the meaning of U.S. or other applicable export control laws
or regulations) any such Confidential Information or product thereof. The Receiving Party shall be responsible for the acts and omissions
of any third party to which it discloses Confidential Information under subsection (ii) herein.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing
Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party shall use
commercially reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing
Party to participate in the proceeding.
- Ownership of Confidential Information and Other Materials. As between the Disclosing Party and the Receiving Party,
the Disclosing Party shall be the sole and exclusive owner of all of its Confidential Information, whether created by the Disclosing Party,
the Receiving Party or any third party, and no license or other rights to the Confidential Information are granted or implied hereby.
All tangible materials furnished to one party by the other shall remain the property of the party furnishing such materials and shall
be returned to that party promptly upon its reasonable request, together with any copies thereof. No license under any patent or other
intellectual property right is granted or conveyed hereby or by any disclosure of confidential information made hereunder.
- No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY OR COMPLETENESS.
- Return or Destruction of Confidential Information. Immediately upon a request by the Disclosing Party at any time,
the Receiving Party will destroy or turn over to the Disclosing Party all Confidential Information of the Disclosing Party and all documents
or media containing any such Confidential Information and any and all copies or extracts thereof. The Receiving Party understands that
nothing herein (i) requires the disclosure of any Confidential Information of the Disclosing Party or (ii) requires the Disclosing Party
to proceed with any transaction or relationship.
- Injunctive Relief. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s
Confidential Information, there may be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in
irreparable harm to the Disclosing Party; therefore, upon any such breach or any threat thereof, the Disclosing Party shall be entitled
to seek appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law.
- Term of Protection. This Agreement applies only to disclosures made before the third anniversary of the Effective
Date, but the obligations in this Agreement regarding Confidential Information disclosed hereunder shall survive for three (3) years
from the date of disclosure.
Term and Termination
This Agreement will commence on the Effective Date and will remain in effect until terminated (the “Term”). Either party may terminate
this Agreement at any time for convenience by giving the other party 30 days’ written notice of such termination. AlphaTech may also
terminate this Agreement immediately if you breach this Agreement. If this Agreement is terminated for any reason: (a) all licenses
granted by either party to the other will terminate; (b) you will immediately cease use of, and remove from your site, all AlphaTech
materials and logos; and (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or member of
the AlphaTech Partner Program.
Limitation on Liability
EXCEPT IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL YOUR OR AlphaTech’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED TEN THOUSAND DOLLARS ($10,000).
EXCEPT IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE
OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Assignment. Neither party shall assign or transfer, by operation of law or otherwise, any rights or obligations
under this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, corporate
reorganization or sale of all or substantially all of its assets not involving a direct competitor of the other party.
- Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal
of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and effect.
- Publicity. You grant AlphaTech the right to use your company name and logo as a reference for marketing or
promotional purposes on AlphaTech’s website and in other public or private communications with existing or potential AlphaTech
customers, subject to your standard trademark usage guidelines as provided to AlphaTech from time-to-time. If you are accepted into
the Program and publish an application that gets approved for inclusion in the AlphaTech App Directory, you may call yourself a
“Platform Partner.” However, you must still adhere to the AlphaTech Brand Guidelines (e.g. You are entitled to say that your website
or application is integrated with AlphaTech), but you may not use the AlphaTech marks as part of the name of your company,
application, product, or service, or in any logo you create. We retain the right to remove Partners from the Program - and if this is
the case, you may no longer call yourself a “Platform Partner.” If you intend to use AlphaTech’s name in a press release, you will
need to be granted advance written permission.
- Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its
obligations on account of events beyond the reasonable control of such party, which may include denial-of-service attacks, strikes,
shortages, riots, fires, acts of God, war, terrorism, and governmental action.
- Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- Notices. Except as otherwise set forth herein, all notices under this Agreement will be in writing addressed to
the parties at the email address set forth in your application and will be deemed to have been duly given the first business day after
sending by email. Updates to the terms of this Agreement will be posted to our Site and
we may email you to inform you of any changes.
- Governing Law. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively
by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the
International Sale of Goods.
- Venue; Waiver of Jury Trial; Fees. The state and federal courts located in San Francisco County, California shall have
exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive
jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way
arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will
be entitled to recover its reasonable costs and attorneys’ fees.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and
contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment,
or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification,
amendment or waiver is to be asserted.