Published: November 2019
Effective: December 2019
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Circuit IDô may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in this document. Except as expressly provided in any written license agreement from Circuit IDô, the furnishing of this document does not give the customer any license to these patents, trademarks, copyrights, or other intellectual property.
©2019 Circuit IDô. All rights reserved.
You accept these Terms by creating a Circuit ID partner account, acceptance of a commission payment, through your use of partner related features such as account management of other customers, or by continuing to use your partner account after being notified of a change to these Terms.† This Agreement is between You (Partner0 and Circuit IDô, a California Corporation.† You agree to be bound by all of the terms and conditions of (i) this Partner Agreement with Circuit IDô and (ii) the following:†
If Partner does not agree to the terms in this Agreement, then (I) Partner must close browser, (ii) Partner must cease use of any Circuit IDô services including online management portal, (iii) Partner does not have Circuit IDôís permission to market any of the Circuit IDô Products.
If you are an individual entering into this Agreement on behalf of Partner, you represent and warrant that you have the authority to bind Partner to this Agreement. If you do not have such authority, neither you nor Partner may accept this Agreement or market or use the Services.
Definitions. For the purposes of this Partner Agreement, the following definitions apply:
ďAccess InformationĒ means information that alone or together with other information, can provide access to any portion of Partnerís Account, if Circuit IDô has enabled an interface to such Account, including but not limited to Partnerís Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Partnerís Access Information will include any such information for each of its Users.
means any account for Partner created with Circuit IDô in connection with this
Agreement that relates to the marketing of Circuit IDô Products by Partner and
ďPartnerĒ means the individual or Entity on whose behalf this Agreement is accepted.
ďPartner CommissionĒ means the amount calculated in accordance with Exhibit A hereto.
ďPartner IDĒ means the unique ID provided by Circuit IDô to Partner, or as otherwise specified by Circuit IDô from time to time, that Partner may provide to a prospective End User. The Partner ID may be in the form of a code, an encrypted link or another form determined by Circuit IDô.
ďDataĒ means all data submitted by Users to Circuit IDô in connection with this Agreement, including all Access Information, content, material, IP and similar addresses, Account information and Account-related settings.
ďEnd UserĒ means a purchaser or subscriber of Circuit IDô Products.
ďEntityĒ means a company, corporation, partnership, association, trust, unincorporated organization, government or political subdivision or any other legal entity. ďCircuit IDôď means Circuit IDô.
ďCircuit IDô ProductsĒ means the Circuit IDô products and services identified on Exhibit A attached hereto and incorporated herein by reference.†
ďTriggering ContractĒ means the agreement between Circuit IDô and an End User under which Circuit IDô agrees to provide the End User with Circuit IDô Products, and which is accompanied by a valid Partner ID during the agreement execution process.†
ďUserĒ means any of Partnerís employees, representatives, consultants or independent contractors to whom Partner authorizes to assist it in carrying out its duties under this Agreement.
1. GRANT OF RIGHTS; ACCOUNT INFORMATION.††
1.1††† Grant of Rights. Circuit IDô hereby grants to Partner, subject to the terms and conditions of this Agreement, a nonexclusive, revocable, personal, non-transferable and non-assignable right to market the then currently marketed version(s) of the Circuit IDô Products to prospective End Users. A breach of this Agreement by any User will be deemed to be a breach by Partner.
1.2†††† Account Information and Ownership. Partner will maintain accurate Account information by providing updates to Circuit IDô promptly, but no later than three (3) business days, when any Account information requires change, including any relevant account contact information. Failure by Partner, for any reason, to respond within three (3) business days to any inquiries made by Circuit IDô to determine the validity of information provided by Partner will constitute a material breach of this Agreement. Partner acknowledges and agrees, and expressly consents, that in the event of any dispute regarding access to or legal ownership of any Circuit IDô account, including Partnerís Account or an End User account, Circuit IDô will resolve such dispute in its sole discretion. In addition, in the event of such a dispute, Circuit IDô may immediately suspend, alter or terminate any relevant account, including Partnerís Account or an End User account, or any portion thereof. Partner will reimburse Circuit IDô for any legal and other fees incurred with respect to any dispute regarding control or ownership of Partnerís Account or Data. Partner acknowledges and agrees that (i) the legal owner of all Data on Partnerís Account is Partner, the counterparty to this Agreement, and not any individual User, including any Account contact registered with Circuit IDô, regardless of any administrative designation (e.g., ďAdministrator,Ē ďBilling Contact,Ē ďOwner,Ē etc.); and (ii) Circuit IDô may request any documentation it requires to establish ownership and rights to Partnerís Account and any related Data. Partner will designate an individual within its respective organization to serve as the primary contact with the other party for all matters under this Agreement. Partner may change such designee by providing notice of such change to Circuit IDô.
1.3 Account Security and Activity. Partner acknowledges and agrees that Partner is solely responsible for (i) maintaining the confidentiality and security of Partnerís Access Information, and (ii) all activities that occur in connection with Partnerís Account, whether initiated by Partner, by others on Partnerís behalf or by any other means. Partner will notify Circuit IDô immediately of any unauthorized use of Partnerís Account, Access Information, Partner ID or any other actual or potential breach of security. Partner acknowledges and agrees that Circuit IDô will not be liable for any loss that Partner may incur as a result of any party using Partnerís Access Information, either with or without Partnerís knowledge and/or authorization. Partner further agrees that Partner may be held liable for losses incurred by Circuit IDô or another party due to any party using Partnerís Access Information. Circuit IDô strongly recommends that Partner and its Users keep Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. Circuit IDô specifically disclaims all liability for any activity in Partnerís Account, whether authorized by Partner or not.
1.4 Circuit IDô shall own all rights, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, database rights and all other rights of any sort throughout the world) whether or not patentable, works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Partner or an End User in connection with the development of Circuit IDô products and/or services. No monetary payment or any sort of compensation will be provided outside Partner commission as stated in Exhibit A.
1.5 Partner agrees to be fully liable and bound to the Master Services Agreement located at https://www.circuitid.com/legal.html for all products and/or services that Partner uses his/her own billing information to purchase products and/or services on an End Userís account.
2. PARTNER REPRESENTATIONS AND DUTIES.
†††† 2.1†††† Obligations. The Partner will:†
a) act in good faith and use its best efforts to promote the Circuit IDô Products to prospective End Users;
b) at all times conduct its business in a manner that will reflect favorably on the Circuit IDô Products and/or Services and on the good name and reputation of Circuit IDô;
c) not solicit competitorís products and services to existing Circuit IDô customers;
d) (i) not send SPAM or unsolicited e-mails and communications (whether personalized or bulk, personal or commercial) related to this agreement, Circuit IDô or any Circuit IDô Product and (ii) comply with all applicable laws;
e) not make any promises or representations or give any warranties or guarantees in respect of the Circuit IDô Products except as expressly authorized by Circuit IDô in writing;
f) not have any authority to enter into any agreement with a prospective End User on behalf of Circuit IDô;
g) not enter into any agreement with Circuit
IDô on behalf of any prospective or existing End User, including a Triggering
h) accept reasonable sales and marketing direction from Circuit IDô in the marketing of Circuit IDô Products under this Agreement; and
i) provide Circuit IDô† reasonable access to any and all of Partner's records and documentation regarding the subject matter of this Agreement.
3. CIRCUIT IDô DUTIES.
3.1†††† Materials. Circuit IDô may from time to time, at its discretion, provide marketing materials in electronic or other medium to Partner to advertise new Circuit IDô offerings.
3.2†††† No Obligation to prospective End Users. Circuit IDô will not be required to supply any Circuit IDô Product to any prospective End User or to enter into any Triggering Contract.
4. RELATIONSHIP; NO AGENCY.†
4.1 Neither party will have any authority, and neither party will represent that it has any authority, to assume or create any obligation, express or implied, on behalf of the other party.† Each party is an independent contractor, and this Agreement will not be construed as creating a partnership, joint venture, agency, or employment relationship between the parties or as creating any other form of legal association that would impose liability on one party for the act or failure to act of the other party. Partner is neither a distributor nor an agent of Circuit IDô. The Circuit IDô Products will be available to an End User only through separate agreement between Circuit IDô and the End User. For the avoidance of doubt, Partner acknowledges and agrees that any Triggering Contract will be between Circuit IDô and the relevant End User, with Circuit IDô having full contract approval and final pricing control. Partner will not in any way modify or alter the terms of the Triggering Contract directly or indirectly, orally or in writing.
4.2 Circuit ID at its sole discretion may grant Partner use of titles such as ďRegional Sales Director.Ē† However, such use does not create a partnership, joint venture, agency, or employment relationship between the parties or as creating any other form of legal association that would impose liability on one party for the act or failure to act of the other party as stated here within.
5.1†††† Partner Commission. Circuit IDô will pay Partner a Partner Commission in accordance with this Agreement, including this Section and Exhibit A, as Circuit IDô may amend from time to time.† The method of payment will be determined by Circuit IDô, at its discretion.† However, notwithstanding anything herein to the contrary, Circuit IDô will have no obligation to make any payment to Partner until and unless Partner provides to Circuit IDô a fully completed and executed Form W-9 (or substitute form if so required by applicable law).†
5.2†††† Additional Terms. In each instance, taxes imposed in connection with the payment of any Partner Commission will be the responsibility of Partner. Partner Commissions payable hereunder will be made in US Dollars. Partner Commissions are paid monthly and only when Partnerís account has reached a minimum Partner Commission due of $100.00. Accounts with a balance of less than the minimum will not be paid that month.† The unpaid balance will roll over to the subsequent month until such account has accrued a minimum of $100.00 or until Partner contacts Circuit IDô for payment.
5.3†††† Exclusions. Partner will not be entitled to receive, and Circuit IDô is not obligated to pay, any Partner Commissions in any of the following cases: (i) the relevant End User is an existing or former customer of Circuit IDô; (ii) Circuit IDô comes into initial contact with the relevant End User through means other than through the execution of a Triggering Contract; (iii) the relevant End User has already been identified by Circuit IDô in its internal sales and marketing processes as an entity that Circuit IDô reasonably believes to be a potential candidate for the acquisition of Circuit IDô Products at any point within the three (3) months prior to the execution of the relevant Triggering Contract; (iv) the relevant Triggering Contract is executed by or for the direct use and benefit of Partner, any of its Partners or, if an individual, for Partnerís employer or its Partners; (v) the relevant End User did not provide the Partner ID during the Triggering Contract execution process, or (vi) Partner contract is terminated either by Partner or by Circuit ID, Partnerís †breach of contract.†
6. CONFIDENTIAL INFORMATION.††
6.1††† Confidential Information. ďConfidential InformationĒ is all confidential information disclosed by a party (ďDisclosing PartyĒ) to the other party (ďReceiving PartyĒ), 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. Partnerís Confidential Information will include Partnerís Data. Circuit IDôís Confidential Information will include the Circuit IDô Products (and any portion thereof), the terms and conditions of this Agreement and all related forms and support records (written or electronic), as well as Circuit IDôís business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Circuit IDô. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2†††† Protection of Confidential Information. Except as otherwise permitted by this Agreement or in writing by the Disclosing Party, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.†
6.3†††† Use and Disclosure by Circuit IDô. Notwithstanding
the foregoing, Circuit IDô may use or disclose Partnerís Data (a) as expressly
permitted in writing by Partner, (b) as expressly provided in this Agreement,
(ii) to access such Data to provide Circuit IDôís services or prevent or
address service or technical problems.†
7. WARRANTY; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
7.1†††† Except as expressly stated in this Agreement, Circuit IDô makes no warranties whatsoever to Partner, express or implied, with regard to the products, services, support or any materials supplied to Partner, including any secure links containing an Partner ID, or any matter relating to this Agreement, and Circuit IDô specifically disclaims all warranties and conditions of merchantability and fitness for a particular purpose.
7.2 ††† Except for breaches of confidentiality or pursuant to a partyís indemnity obligation hereunder (i) neither partyís liability in connection with the Circuit IDô Products, this Agreement, or any other matter relating to this Agreement will exceed the amounts paid and/or payable to Partner under this Agreement, and (ii) in no event will either party be liable to the other party for any special, consequential, or incidental damages, whether based on breach of contract, fundamental breach, tort (including negligence), product liability, or otherwise, and whether or not the other party has been advised of the possibility of such damage.
7.3†††† The parties have entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth in this Agreement and the same form an essential basis of the bargain between the parties.
8. INDEMNITY.† Partner agrees to fully defend, indemnify and hold harmless Circuit IDô from any claims or damages (including reasonable attorneyís fees and costs) made against Circuit IDô, its officers, directors, employees and agents, as a result of negligence, misrepresentation, act or omission on the part of Partner or otherwise resulting from this Agreement.††
9. TERM AND TERMINATION.
9.1†††† This Agreement will continue in full force and effect unless terminated as provided herein.
9.2†††† Circuit IDô or Partner may terminate this Agreement at anytime upon notice to the other party.††
9.3†††† Upon the termination of this Agreement, Partner will promptly return to Circuit IDô or (at such other Circuit IDôís request) destroy all copies of all materials supplied by Circuit IDô pursuant to this Agreement, including without limitation all Confidential Information, Circuit IDô Products, customer lists, lists of sales and marketing personnel, marketing and promotional brochures and sales kits, or certify to Circuit IDô in writing, over the signature of a duly authorized representative of such party, that it has done so.† The preamble, definitions, and Sections 6, 7, 8, 9 and 11 will survive termination of this Agreement for any reason.† Termination of this Agreement by either Circuit IDô or Partner in accordance with the terms of this Agreement will be without prejudice to the terminating partyís other rights and remedies under or in connection with this Agreement, both at law and in equity.
10. PROMOTION AND PUBLICITY; USE OF MARKS.† Notwithstanding the foregoing or anything herein to the contrary, Circuit IDô is permitted during the Term of this Agreement to reference Partner on Circuit IDôís website and in its marketing materials as a partner of Circuit IDô.† Except for the foregoing, neither party may issue a news release, public announcement, advertisement or any other form of publicity concerning this Agreement without the express prior written consent of the other party, in each instance.†† The marketing materials provided to Partner may only be used solely in connection with Partnerís obligations hereunder and may not be used to market any non-Circuit IDô Product. Further, upon notice from Circuit IDô at its discretion, Partner must immediately cease and desist using Circuit IDô materials, brand or trade name or marks. Partner will not bid for or otherwise use (including the use by any third party) any keyword or search term for use in search engines, linking or re-directing that (i) incorporates any trade name or mark, or any variant or misspelling thereof, of Circuit IDô, or (ii) infringes the intellectual property rights of any party. Partner will not use any Circuit IDô trade name or mark (i) in its domain name or URL, meta tags, hidden text or source code or (ii) in connection with any SPAM or unsolicited emails (whether personalized or bulk, personal or commercial) or any unlawful purpose.
11.1†††† Modification. Circuit IDô may update, amend, modify or supplement the terms and conditions of this agreement from time to time by giving You notice. Such changes will take effect immediately.† Any such modification may be made without the consent of any third party beneficiaries of this Agreement. You can review the most current version of this Agreement at any time at: (https://www.circuitid.com/legal.html). Your continued use of Your Account and/or the Services after Circuit IDô posts a new version of the Agreement online will be conclusively deemed to be acceptance by You of any such new version.
†11.2††† Governing Law; Jurisdiction; Forum; Attorneysí Fees. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws or its principles. Any claim or suit arising out of or relating to this Agreement will be brought in any court of competent jurisdiction located in the County and State of California. In any action to enforce this Agreement, including, without limitation, any action by Circuit IDô for the recovery of fees due hereunder, Partner will pay Circuit IDô reasonable attorneysí fees and costs in connection with such action if Circuit IDô prevails in such action. Partner agrees to waive the right to trial by jury with respect to any proceeding related to or arising out of this Agreement.
11.3†††† Written Communications and Notice. Partner accepts that communication from Circuit IDô may be electronic. Circuit IDô may contact Partner by e-mail or provide Partner with information by posting notices on Circuit IDôís website or to Partnerís Account. Partner agrees to this electronic means of communication and Partner acknowledges that all contracts, notices, information and other communications that Circuit IDô provides to Partner electronically are acceptable and effective as notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given (i) immediately upon personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email or, if from Circuit IDô to Partner, online posting. Notices to Partner may be addressed by Circuit IDô to any e-mail address, postal address or facsimile number registered with Circuit IDô, or through means of online posting to Partnerís Account (if applicable). Notices to Circuit IDô that are not expressly authorized by administrative control panel under this Agreement will be mailed to Circuit IDô, 1055 West 7th Street, 33rd Floor, Penthouse, Los Angeles, CA 90017, Attn: Legal Department, or such other address as designated on Circuit IDôís website from time to time.
11.4†††† Age and Capacity. Partner represents and warrants that the individual executing this Agreement on Partnerís behalf, and any person to whom Partner grants access to its Account, has reached the older of (i) the age of eighteen and (ii) the age of majority in any such individualís jurisdiction, and that Partner is not subject to a limitation on its ability to enter into this Agreement.
11.5†††† Severability.† If any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any of the other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.†
11.6†††† Waiver. No waiver by Circuit IDô of any breach by Partner of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver will be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.†
11.7 Assignment. No benefit or duty of Partner under this Agreement will, without the consent of Circuit IDô, be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so will be void. Circuit IDô may assign this Agreement without Partnerís consent and without notice.†
11.8†† Force Majeure.† Circuit IDô will not be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the terms of the Agreement due to any causes beyond its reasonable control, which causes include but are not limited to Act of God or the public enemy; riots and insurrections; war; terrorism; fire; strikes and other labor difficulties (whether or not the party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components or machinery; acts of civil or military authorities.
11.9 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous representations, understandings, proposals, and agreements.† Continued performance of the activities contemplated by this Agreement constitutes continued acceptance of this Agreement, including any and all modified terms.† These terms will bind and benefit the successors and heirs of the parties.
1. CIRCUIT IDô PRODUCTS
Only those Circuit IDô products and services listed at https://www.circuitid.com, as may be modified by Circuit IDô from time to time, that Circuit IDô makes available for online purchases solely to End Users through its public-facing website.
2. PARTNER COMMISSIONS
Upon signing up with Circuit IDô, a Partner must choose between receiving One-Time Partner Commissions or Recurring Partner Commissions with respect to Triggering Contracts. This choice is irrevocable and may not be changed. Partner Commission options and requirements are described below.
If Circuit IDô enters into a Triggering Contract with an End User that provided Partnerís ID to Circuit IDô during Circuit IDôís Triggering Contract execution process, then Circuit IDô will pay Partner an Partner Commission agreed upon by both parties of the Aggregate Net Monthly Recurring Fee for each calendar month, including the month in which the Triggering Contract is signed up, where the Triggering Contract remains an active Circuit IDô account as of the end of the last day of that respective calendar month.† The initial Partner Commission will not be considered earned until the Triggering Contract has completed two (2) complete calendar months of the term of the Triggering Contract† (the ďInitial PeriodĒ).† ďAggregate Net Monthly Recurring FeeĒ means the gross fees that Circuit IDô, in accordance with generally accepted accounting principles and regular, established Circuit IDô practices, recognizes under a Triggering Contract on a recurring monthly basis for Circuit IDô Products, less Circuit IDôís costs for services fees, sales tax and gross receipts tax amounts imposed by any competent taxing authority.†† For the avoidance of doubt, (i) non-recurring fees paid to Circuit IDô are expressly excluded from this calculation and (ii) Circuit IDô will not be obligated to pay a Partner Commission with respect to a Triggering Contract that is terminated prior to the end of the respective Initial Period.
Circuit IDôís obligation to pay the Partner Commissions to Partner under the Recurring Partner Commission option is contingent upon Circuit IDô receiving the applicable monthly recurring fee from the End User with respect to all months of the Initial Period.† Circuit IDô will pay Partner Commissions that are due within thirty (30) days after the Initial Period, and subsequently within 30 days of the completion of each corresponding month where the fee is actually received by Circuit IDô.†
3.†††††††††††† FEES FOR NON-GENERALLY AVAILABLE PRODUCTS AND SERVICES
For those Circuit IDô products and services which cannot be licensed directly through Circuit IDôís website but which require the intercession of a Circuit IDô-sales representative, Circuit IDô will offer customized pricing and fee arrangements on a case by case basis, at its discretion.