StoreConnect Partner Program Terms and Conditions

Questions

Please email partners@getstoreconnect.com if you have any questions regarding these Terms & Conditions.

These StoreConnect Partner Program Terms and Conditions (this “Agreement”) are a binding contract between you or the entity you represent (“Partner,” “you,” or “your”) and StoreConnect Pty Ltd (“Provider,” “we,” or “us”). This Agreement governs your rights and obligations with respect to the StoreConnect Partner Program.

THIS AGREEMENT TAKES EFFECT ON THE DATE YOU SUBMIT THE “BECOME A PARTNER” FORM AND SELECT THE “I Accept StoreConnect Partner Program Terms and Conditions” OPTION (the “Effective Date”). BY SUBMITTING THE FORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT JOIN OR PARTICIPATE IN THE STORECONNECT PARTNER PROGRAM OR ACCESS ANY ENTITLEMENTS PROVIDED UNDER IT.

1. Definitions.

• “Confidential Information” has the meaning set out in Section 7.
• “Documentation” means any documentation that Provider issues or makes available to you under or in connection with the StoreConnect Partner Program.
• “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees.
• “Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers. Partner’s business contact information is not by itself deemed to be Personal Information.
• “Privacy Policy” has the meaning set out in Section 8.
• “Process” means to take any action or perform any operation or set of operations on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
• “Provider IP” means StoreConnect (and all intellectual property therein), and all intellectual property in the StoreConnect Partner Program, the Documentation, and all intellectual property provided to Partner in connection with the foregoing. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of StoreConnect, the Documentation, and the StoreConnect Partner Program.
• “StoreConnect” means the platform known as StoreConnect described at https://getstoreconnect.com
• “StoreConnect Partner Program” means the program described in the Partner Portal.
• “Partner Portal” means the portal accessible at partners.getstoreconnect.com
• “Term” has the meaning set out in Section 13(a).

2. Access to the StoreConnect Partner Program.

Subject to compliance with all terms and conditions of this Agreement, Provider hereby grants you a non-exclusive, non-transferable right to access and participate in the StoreConnect Partner Program during the Term, solely for your internal business operations under these terms and conditions in accordance with the Documentation. Provider will classify Partner into a tier based on qualifications published on the Partner Portal. Provider may update tier requirements and benefits from time to time upon providing at least 30 days’ prior written notice to Partner via the Partner Portal or email.

3. Partner Responsibilities.

The StoreConnect Partner Program may not be used for unlawful, fraudulent, offensive, or unethical activity, including any activity that may damage the reputation or goodwill of Provider. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted on the Partner Portal from time to time, which are hereby incorporated herein by reference. Partner must at all times comply with all applicable laws and regulations and maintain good standing with Provider. Provider may suspend or terminate Partner’s participation in the StoreConnect Partner Program immediately upon written notice if Partner commits any unlawful, unethical, or fraudulent acts, or is subject to any restriction, sanction, or prohibition by any relevant third party, including but not limited to Salesforce, that may adversely affect Provider’s reputation or business. We will comply with all terms and conditions of this Agreement, and all applicable laws, and regulations.

4. Marketing and branding.

Provider will display Partner’s approved logo on the StoreConnect Partners page. If Partner creates and maintains a dedicated StoreConnect page on its website that excludes competing independent software vendor (ISV) products and includes a hyperlink to StoreConnect, while such page is maintained: (a) Provider will link Partner’s logo back to Partner’s website; (b) Provider will provide Partner with one complimentary Partner StoreConnect licence for internal use (annual fee waived; Shared Success fees apply) subject to Partner’s acceptance and compliance with the terms and conditions issued by Provider in respect of such use – including at https://getstoreconnect.com/terms-and-conditions (“StoreConnect Terms and Conditions”); and (c) additional benefits of the StoreConnect Partner Program may be published on the Partner Portal. Partner may use Provider’s trademarks solely in accordance with branding guidelines published by Provider but only during the Term. Provider retains all rights in its trademarks, Documentation and materials. To the extent this Agreement conflicts with the StoreConnect Terms and Conditions, the StoreConnect Terms and Conditions prevail.

5. Referral Commission.

If Partner independently of Provider and any other partner of Provider sources a lead, registers that lead in the Partner Portal and completes all required payment details requested by Provider, Partner will earn a commission equal to ten percent (10%) of the first year’s subscription fee for any lead that converts into a referred customer that subscribes to StoreConnect, but such commission shall only be payable if Provider receives payment of the first year’s subscription fee from the referred customer. Any commission payable by Provider under this provision will be paid by Provider to Partner within 45 days of Provider receiving the first year’s subscription fee from the referred customer. Commission eligibility, calculation, and payment terms will be clearly set out on the Partner Portal and any changes thereto will require reasonable prior notice to Partner. Any disputes regarding commission entitlement will be resolved by Provider acting reasonably, provided that Partner will have the right to dispute decisions in good faith.

6. Support.

During the Term, Partner may obtain the support services described in the Partner Portal from time to time, but only while Partner is a member of the StoreConnect Partner Program. Any other professional services, including implementation, configuration, or consulting, will be provided only under a separate written agreement between the parties.

7. Confidential Information.

From time to time during the Term, Provider and Partner may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, Provider IP is Provider’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first give written notice to the other party and make a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.

8. Privacy Policy.

Provider complies with its privacy policy, available at https://getstoreconnect.com/privacy-policy (“Privacy Policy”), in providing the StoreConnect Partner Program. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the StoreConnect Partner Program, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy. You must not provide Personal Information to Provider about any person unless expressly authorized to do so in writing by Provider.

9. Intellectual Property Ownership; Feedback

• a) Provider IP. Partner acknowledges that, as between Partner and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Provider hereby grants you a non-exclusive, royalty-free, non-transferable license to reproduce, distribute, and otherwise use and display the Provider IP disclosed to you by Provider, only to the extent necessary to enable you to participate in and receive the benefits of the StoreConnect Partner Program, solely for your internal business operations in accordance with the terms and conditions herein. Partner shall not use Provider IP for any other purpose or commercial exploitation without Provider’s prior written consent. Partner must not sublicense, assign, or otherwise transfer this license without Provider’s prior written consent.
• b) Feedback. If you send or transmit any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the StoreConnect Partner Program or StoreConnect, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use that Feedback without obligation to you. All Feedback will be treated as non-confidential. You hereby irrevocably assign and transfer to Provider all right, title, and interest, including all intellectual property rights, in and to any Feedback, and agree that Provider may use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose without attribution or compensation to you. Provider is under no obligation to acknowledge receipt or use any Feedback.

10. Limited Warranty and Warranty Disclaimer.

• a) Limited Provider Warranty. Provider warrants that the StoreConnect Partner Program will conform in all material respects to the Documentation. Your sole remedy and Provider’s sole liability for breach of the foregoing warranty is for Provider to use reasonable efforts to correct the StoreConnect Partner Program to conform to the Documentation..
• b) Partner Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to any data and information you supply to Provider so that, as received by Provider and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.
• c) EXCEPT FOR THE LIMITED WARRANTY SET OUT IN Section 10(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE STORECONNECT PARTNER PROGRAM IS PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR MODIFIES ANY CONDITION, WARRANTY, GUARANTEE, RIGHT OR REMEDY THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED BY LAW. PROVIDER DOES NOT GUARANTEE THAT THE STORECONNECT PARTNER PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.
• d) To the extent that applicable law permits Provider to limit its liability for breach of any mandatory guarantee implied in this Agreement, Provider may, at its election, limit its liability to:
  • i) in the case of goods, replacement of the goods or the supply of equivalent goods, the repair of the goods, payment of the cost of replacing the goods or of acquiring equivalent goods, or payment of the cost of having the goods repaired; and
  • ii) in the case of services, supplying the services again, or payment of the cost of having the services supplied again.

11. Indemnification.

• a) Provider Indemnification.
  • i) Provider shall indemnify, defend, and hold Partner harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs (“Losses”), incurred by Partner resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the StoreConnect Partner Program or Partner’s use thereof in accordance with this Agreement infringes or misappropriates such third party’s copyrights, provided that Partner promptly notifies Provider in writing of the Third-Party Claim, cooperates fully with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
  • ii) If such a Third-Party Claim is made or either party reasonably anticipates such a Third-Party Claim will be made, Partner agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the StoreConnect Partner Program, or component or part thereof, to make it non-infringing, or (B) obtain the right for Partner to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Partner.
  • iii) This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from (A) Partner’s use of the StoreConnect Partner Program in combination with any products, services, or software not provided by Provider; or (B) Partner’s violation of this Agreement, any other agreement between the parties or applicable laws.
• b) Partner Indemnification. Partner shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that any data supplied by Partner to Provider, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates any third party’s copyright or privacy rights; or (ii) based on Partner’s negligence or wilful misconduct or use of the StoreConnect Partner Program; provided that Partner may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

12. Limitations of Liability.

EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 12, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 12, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED AUD$5,000 OR THE AMOUNT PAID BY PARTNER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM, WHICHEVER IS THE GREATER. The exclusions and limitations in this Section 12 do not apply to either party’s gross negligence or willful misconduct.

13. Term and Termination.

• a) Term. The term of this Agreement begins on the Effective Date and continues until terminated by either party by providing at least 30 days’ prior written notice to the other party (the “Term”), subject to earlier termination as set out herein.
• b) Termination. In addition to any other express termination right set out in this Agreement:
  • i) Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice specifying the breach.
  • ii) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
• c) Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Partner shall immediately discontinue all use of the Provider IP and promptly return or destroy all copies of Provider IP in its possession or control. Partner shall certify such destruction in writing to Provider upon request within 10 business days.
• d) Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.

14. Modifications.

Provider may modify this Agreement from time to time by providing Partner with at least 30 days’ prior written notice via email or posting on the Partner Portal. Modified terms will become effective at the end of the notice period. If Partner does not agree to the modifications, Partner may terminate this Agreement without penalty prior to the effective date. Continued use of the StoreConnect Partner Program after the effective date of modifications constitutes acceptance of the modified terms.

15. Export Regulation.

The StoreConnect Partner Program utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the StoreConnect Partner Program or the software or technology included in the StoreConnect Partner Program to, or make the StoreConnect Partner Program or the software or technology included in the StoreConnect Partner Program accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the StoreConnect Partner Program or the software or technology included in the StoreConnect Partner Program available outside the US.

16. Governing Law and Jurisdiction.

This Agreement is governed by and construed in accordance with the laws in force in the State of New South Wales, Australia without regard to its conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts located in New South Wales for any dispute arising out of or in connection with this Agreement.

17. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral. There are no other representations, warranties, or agreements between the parties relating to the subject matter of this Agreement. Any notices to Provider must be sent to partners@getstoreconnect.com in writing, and any notices to Partner must be sent to the email address specified by Partner at the time of joining the StoreConnect Partner Program or subsequently notified in writing. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be severed to the extent of such invalidity, illegality, or unenforceability, and the remaining provisions shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision in one jurisdiction shall not affect its validity, legality, or enforceability in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Provider may assign or novate this Agreement or any of its rights or obligations hereunder to any affiliate or third party upon written notice to Partner, provided that such assignee assumes all of Provider’s obligations under this Agreement.