Partnerships Terms of Service
This Referral, Affiliate and Partner Agreement (this “Agreement”) is between the Cognism entity represented in the Affiliate Tool (“Company” or “we” or “our” or “Cognism”) and you (the “Partner”, “you”, or “your”).
It describes how we will work together and other aspects of our business relationship.
This Agreement applies to your participation in any of our partner programs (the “Partner Program(s)”). These terms are so important that we cannot have you participate in our Partner Programs unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the applicable Partner Program changes, ends, or becomes part of another program. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
For the purposes of this Agreement, “Affiliate Tool” means the tool/software that we make available to you upon your acceptance into the Partner Program and for you to use in order to participate in the Partner Program.
- Non-Exclusivity
- This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
- This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
- Partner Acceptance
- Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner Program or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.
- If you are accepted to participate in the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrolment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrolment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Partner Program.
- Depending on the Company Partner Program you are accepted into (which will be detailed directly in the Affiliate Tool), you may submit Leads (as defined below) either directly through the Affiliate Tool, or via an Affiliate ink (defined below) we will provide to you. This Agreement will apply to you irrespective of which Partner Program you are accepted into, or how the Leads are submitted by you, and this Agreement will be construed to give effect to such intention. You agree to comply with the terms and conditions of this Agreement at all times, including with respect to any applicable policies as made available to you in the Affiliate Tool (the “Program Policies”).
- Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner Program or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.
- Customer Transactions
- Partner Program Limits. Each potential Company customer submitted by You (the “Lead”), will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Lead clicked on the link that was made available by you when you joined the Partner Program (the “Affiliate Link”), or when a Lead submitted directly through the Affiliate Tool, has been accepted by us. We will pay you a percentage (as further described in the Affiliate Tool) of the amount received from a Lead for the services provided and sold by Cognism (the “Services”), less any; (i) third-party costs, and/or (ii) value added or other sales tax thereon included in the price and/or (iii) any discounts, rebates or refunds, including without limitation partner or reseller discounts for indirect sales, if any, (the “Commission”) for each new Lead who completes an applicable Customer Transaction, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. A “Customer Transaction” means the resulting transaction of a Lead who enters into a commercial agreement with Cognism with respect to their subscription to the Services, and who then pays all fees due in respect of their agreement with Cognism. For the avoidance of doubt, there will be no monies due to you until Company has received all monies due under a Customer Transaction. The start of the Lead’s subscription is determined by the date of the first purchase or sign up (as applicable) of the service by the Lead and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer, during their subscription of the Service, unless otherwise stipulated in the Affiliate Tool.
- Eligibility. To be eligible for Commission (i) a Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred (iii) a Lead must remain a Company customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for additional Services purchased by a Lead during the subscription term of the applicable Customer Transaction (“Other Products”) unless otherwise stipulated in the Affiliate Tool, or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the United Kingdom, or the laws or regulations of your jurisdiction or in one of the jurisdictions in which we operate; (ii) the applicable Lead objects to or prohibits such compensation or excludes such compensation from its payments to us or our Partners; (iii) the Lead has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link or the Affiliate Tool, in violation of any Partner Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Partner Program, or (v) the Lead participates in any of our partner programs. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
- Eligibility; Requirements. In order to be eligible for appointment as a Partner under this Agreement you must (i) not be a competitor of the Company or any of its affiliates, and (ii) As a Partner under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements: (a) use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreements; (b) conduct business in a competent and professional manner that reflects favourably at all times on the Company, the Company’s Services, the goodwill and reputation of the Company, and on the Company generally; (c) avoid deceptive, misleading, and unethical practices; (d) not make any false, misleading, or unauthorised representations, warranties, or guarantees with respect to the Company or its Services; (e) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder; and (f) remain current with all Partner certification requirements as required.
- Authority. Partner has no authority to distribute or resell the Company Services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company. Except to the extent expressly set forth in the Company marketing materials, service descriptions, documentation, or other collateral provided to you by the Company hereunder expressly for the purpose of performing referring Leads to Company (the “Referral Activities”) (collectively, “Company Materials”), Partner shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Services. Subjected to the limited right to translate the Company Materials as further detailed in this section, Partner shall not make any changes to the Company Materials, material or otherwise, unless explicitly approved by an authorised representative of Company in each case. Company shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Services that are unauthorized or inconsistent with the Company Materials. Partner may, with the prior written consent of Company, translate the Company Materials into local languages, provided that there are no substantial or material changes to the meaning or appearance of the Company Materials.
- Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Leads generated by the Affiliate Link that we make available to you, or otherwise submitted by you via the Affiliate Tool, and in both cases, which is then accepted by the Company. A Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, (ii) is not, at the time of submission or twelve (12) months prior, one of our pre-existing customers, or involved in our active sales process, or (iii) is not, and has not been in correspondence with us in the previous twelve (12) months; in each case, whether directly or indirectly through a reseller. Notwithstanding the foregoing, we may choose not to accept a Lead in our reasonable discretion. If a Lead does not purchase a subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, or when the Lead submitted through the Affiliate Tool by you was accepted by us, you will not be eligible for a Commission payment, even if the Lead decides to purchase after the time period has expired. A Lead is not considered valid if its first click on the Affiliate Link, or its acceptance (if submitted by you directly through the Affiliate Tool) is after this Agreement has expired or terminated.
- Partner Program Limits. Each potential Company customer submitted by You (the “Lead”), will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Lead clicked on the link that was made available by you when you joined the Partner Program (the “Affiliate Link”), or when a Lead submitted directly through the Affiliate Tool, has been accepted by us. We will pay you a percentage (as further described in the Affiliate Tool) of the amount received from a Lead for the services provided and sold by Cognism (the “Services”), less any; (i) third-party costs, and/or (ii) value added or other sales tax thereon included in the price and/or (iii) any discounts, rebates or refunds, including without limitation partner or reseller discounts for indirect sales, if any, (the “Commission”) for each new Lead who completes an applicable Customer Transaction, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. A “Customer Transaction” means the resulting transaction of a Lead who enters into a commercial agreement with Cognism with respect to their subscription to the Services, and who then pays all fees due in respect of their agreement with Cognism. For the avoidance of doubt, there will be no monies due to you until Company has received all monies due under a Customer Transaction. The start of the Lead’s subscription is determined by the date of the first purchase or sign up (as applicable) of the service by the Lead and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer, during their subscription of the Service, unless otherwise stipulated in the Affiliate Tool.
- Engagement with Prospects
- Once we have received the Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Lead is valid. If a Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Lead. Any engagement between the Company and a Lead will be at the Company’s discretion.
- Once we have received the Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Lead is valid. If a Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Lead. Any engagement between the Company and a Lead will be at the Company’s discretion.
- License
- Subject to Partner’s compliance with all terms of this Agreement, Company hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the term of this Agreement, to market, promote, display a link specifically assigned to Partner by the Company (whether in the form of text, or a logo or other graphic) (the “Partner Link”), which will link to your Partner URL (as defined below), to be utilized in a manner consistent with Company’s trademark policies promulgated from time to time. The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.
- Subject to Partner’s compliance with all terms of this Agreement, Company hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the term of this Agreement, to market, promote, display a link specifically assigned to Partner by the Company (whether in the form of text, or a logo or other graphic) (the “Partner Link”), which will link to your Partner URL (as defined below), to be utilized in a manner consistent with Company’s trademark policies promulgated from time to time. The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.
- Commission and Payment
- In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
- Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 6.1 (i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Lead will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 6.1 (i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Lead associated with a Forfeited Transaction.
- Third party payment processors. Company may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Company Partner Program. Partner is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement. The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses.
- Payments due under this Agreement will be made within thirty-days (30) days after the end of the calendar quarter in which the corresponding amounts are collected by the Company with regards to the Customer Transaction. We will pay Commission properly due under this Agreement in US Dollars (USD). For Leads invoiced in currencies other than USD, the foreign exchange rate used to convert to USD shall be the exchange rate listed on xignite at the end of each respective quarter end. If xignite is no longer accessible, then Cognism shall select and communicate another reasonable foreign currency website to utilize as a replacement.
- Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
- Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.
- Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Partner Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Partner Program benefits or offerings at any time without notice.
- In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
- Proprietary Rights
- Any uses by Partner of the Services, Company trademarks (as further described below), or Company Materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Partner unless approved by Company. Partner acknowledges and agrees that this Section constitutes a material term of this Agreement.
- Trademarks. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Partner Program and this Agreement. During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Partner Program and this Agreement; (iii) comply with any trademark usage guidelines we provide to you; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. For the purposes of this Agreement, “trademarks” shall have the meaning ascribed to it by applicable law.
- No license or rights (by estoppel or otherwise) to any software, Company Intellectual Property Rights, Company trademarks, or Company Service is granted by this Agreement. The Company’s Services are protected by intellectual property laws. The Company Services belong to and are the property of Company, or our licensors (if any). Partner acknowledges and agrees that the Company maintains exclusive ownership of the Services, Company trademarks, and Company Materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, Company trademarks, and Company Materials shall inure to Company’s exclusive benefit. Partner will not attack, question, or contest the validity of Company’s ownership of Company Intellectual Property Rights, both during the term of this Agreement and thereafter. Partner will not remove, alter, or conceal any Company copyright or other proprietary notice displayed on the Services, Company trademarks, or Company Materials. Partner shall not use any language or display Company Intellectual Property Rights in such a way as to create the impression that Company Intellectual Property Rights belong to the Partner. For the purposes of this Agreement, Intellectual Property Rights shall mean patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- We encourage all customers, affiliates and partners to comment on the Company products or services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions by you will be non-confidential and that we own all rights to use and incorporate them into the Company products and Services, without payment to you except there has been a prior agreement to that effect.
- Any uses by Partner of the Services, Company trademarks (as further described below), or Company Materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Partner unless approved by Company. Partner acknowledges and agrees that this Section constitutes a material term of this Agreement.
- Confidentiality
- For the purposes of this Agreement, “Confidential Information” means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a Disclosing Party. A party receiving information is a Receiving Party. Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its affiliates, whether marked or otherwise labelled as confidential. The term “Affiliate” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with either party.
- It is understood that each party may have access to Confidential Information of the other party under this Agreement. A party’s Confidential Information shall not include information that:
a. is or becomes publicly known through no act or omission of the receiving party; or
b. was in the other party’s lawful possession prior to the disclosure; or
c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
e. is required to be disclosed by Applicable Laws, by any court of competent jurisdiction or by any regulatory or administrative body. - Each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
- Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
- For the avoidance of doubt, this Agreement and the nature of the relationship between the Parties shall be considered Confidential Information.
- This Section 20 shall survive termination of this Agreement for a period of 5 years for any reason.
- For the purposes of this Agreement, “Confidential Information” means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a Disclosing Party. A party receiving information is a Receiving Party. Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its affiliates, whether marked or otherwise labelled as confidential. The term “Affiliate” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with either party.
- Term and Termination
- Term. This Agreement will apply for as long as you participate in the Partner Program, until terminated.
- Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.
- Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on thirty (30) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
- Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our Affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
- Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within fifteen (15) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the another agreement. We will not pay you fees on Customer Transactions recognized by us after fifteen (15) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of any Company Materials, Company trademarks, and any other Company materials or property (including any Company Intellectual Property) made available to you, and delete the Affiliate Tool that we make available to you for your participation in the Partner Program. Upon termination or expiration, a Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
- Upon termination or expiration, you will immediately discontinue all use of our trademarks, and any references to us, including to this Partner Program, from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
- Term. This Agreement will apply for as long as you participate in the Partner Program, until terminated.
- Partner Representations and Warranties
- You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partner Program and to provision Company with Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.
- You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Partner Program (for example, by clearly stating you are a Company Partner on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Company’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your Affiliate Link to purchase Company products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended customer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.
- You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partner Program and to provision Company with Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.
- Indemnification
- You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Partner Program, (b) our use of the prospect data or Lead you provided us, (c) your noncompliance with or breach of this Agreement, including your breach of applicable data protection law, (d) your use of the Affiliate Tool, or (e) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us, without our prior written consent.
- You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Partner Program, (b) our use of the prospect data or Lead you provided us, (c) your noncompliance with or breach of this Agreement, including your breach of applicable data protection law, (d) your use of the Affiliate Tool, or (e) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us, without our prior written consent.
- Disclaimers; Limitations of Liability
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF OWNERSHIP OR CONFIDENTIALITY. - General
- Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
- Applicable Law. This Agreement shall be governed by the laws of the jurisdiction in which the Company has its principal place of business at the time any dispute arises, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in the jurisdiction in which the Company has its principal place of business at the time any dispute arises.
- Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. Partner has no authority to make or accept any offers or representations on our behalf. Partner will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.
- Disclosure of Partner Relationship. It is the sole responsibility of the Partner to disclose the nature of its referral/partnership relationship with the Company to any Leads or potential customers, and Partner shall indemnify and hold harmless the Company against any liability arising from Partner’s lack of disclosure to an actual or potential customer.
- Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Company Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals.
- Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.
- Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Cognism Limited. C/O Worldwide Corporate Advisors, 150 Minories, London, England, EC3N 1LS, with copy to legal@cognism.com.
To you: your address as provided in our affiliate/partner account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. - Entire Agreement. This Agreement constitutes the entire agreement between us with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favour of or against either party.
- Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
- 13.11. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Program Policies Page. We may change the Program Policies from time to time. Your participation in the Partner Program is subject to the Program Policies, which are incorporated herein by reference.
- No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Company Products, our trademarks, or any other property or right of ours.
- Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
- Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.
- Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.