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Partner Terms and Conditions


INSTANT AGENDA REFERRAL PARTNER AGREEMENT

This Instant Agenda Referral Partner Agreement ("Agreement") is made and entered into by and between CA, Inc. ("CA") and its subsidiaries, and You. "YOU" refers to you as an individual and the company on behalf of which you are entering into this Agreement as an agent ("Referral Partner"). You represent and warrant that You have the full corporate right, power, and authority to enter into this Agreement on behalf of Referral Partner, that this Agreement has been duly authorized by Referral Partner, and that this Agreement will constitute the legal, valid, and binding obligation of Referral Partner, enforceable against Referral Partner in accordance with its terms.

CA is a provider of knowledge, coaching and tools to software-driven enterprises that enable such enterprises to improve and accelerate their collaboration practices. Referral Partner has extensive experience, business relationships, and network contacts within its industry, and stands in a position to act as a Referral Partner with CA. By entering into this Agreement, Referral Partner agrees to participate in CA's lead referral program in which Referral Partner will provide CA with potential commercial customers identified by Referral Partner ("Leads") in exchange for which CA may pay certain referral percentage as described below. No referral percentage shall be paid for any Lead related to a Governmental or Quasi-governmental Entity. Governmental or Quasi-governmental Entity shall mean any agency, division or instrumentality of a state, local, or national government in the U.S. or abroad; any agency or instrumentality of a government-owned or controlled business; any public international organization (e.g., the World Bank, IMF, United Nations); any legislative, administrative or judicial office of a government or any of its departments, agencies or divisions; any political party; and any government-owned or controlled business.

BY CLICKING "AGREE," SUBMITTING A LEAD, OR OTHERWISE PARTICIPATING IN THE Instant Agenda REFERRAL PARTNER PROGRAM, REFERRAL PARTNER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THOSE TERMS CONTAINED ON THE FOLLOWING PAGES HEREOF. CA MAY AMEND THIS AGREEMENT AT ANY TIME BY POSTING AN AMENDED COPY OF THE AGREEMENT TO THE SITE. In entering this Agreement, Referral Partner recognizes and accepts the terms of CA's Instant Agenda Terms of Service (http://instantagenda.com/terms/) and Privacy Statement (https://www.ca.com/us/legal/privacy.html) as applicable to CA's provision of CA Products to Leads, and regarding Referral Partner's adherence to the Privacy Statement in all matters involving privacy of Lead information.

I. DEFINED TERMS

1. "Actively Participate" means Referral Partner's active engagement by Collaborating with the CA Instant Agenda team participating in the sales process. It is defined as completing at least 1 of the listed activities:
1. Joint sales calls
2. Demos
3. Presentations
4. Host event
5. Joint RFP responses/proposals

2. "Annualized Recurring Revenue" (ARR) means, for Instant Agenda Products, the applicable equivalent monthly subscription fee multiplied by the number of users less relevant discounts for a 12-month period in the currency such sale is consummated in.
3. Intentionally Omitted

4. "Confidential Information" means all information regarding a party's business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Confidential Information includes information derived from or concerning the CA Products or the Documentation and the terms of this Agreement.

5. "Converted Lead" means a Lead for which Referral Partner is eligible under Section II.2 to be paid a referral percentage because said Lead satisfies the requirements set forth in Section II.2 below.

6. "Lead Referral Date" means the date CA receives a Lead from Referrer.

7. "Material Support" means Referral Partner's continued support of CA through the sales process.

8. "Notification Date" means the date that CA notifies Referral Partner that it has accepted Referral Partner's Lead as a Converted Lead.

9. "Portal" or “Site” means the website operated by CA at THE SITE by which Leads must be submitted to CA.

10. "CA Marks" means CA's names, word marks, logos, logo types, trade dress, designs, trademarks, service marks, or other CA branding and intellectual property.

11. "Instant Agenda Products" means the Instant Agenda Service and the Instant Agenda Software.

12. "Instant Agenda Service" means the on-line business application known as Instant Agenda or similar or successor product, which CA provides to Customers via a subscription.

13. "Instant Agenda" means the computer software known as Instant Agenda or similar or successor product, which CA licenses to Customers.

14. "Territory" means the industry and/or geography from which Referral Partner refers Leads to CA, and which shall be determined in CA's sole discretion.

15. “Instant Agenda Team” shall refer to those individuals who report to the Instant Agenda product organization within CA Technologies. 

II. TERMS AND CONDITIONS OF LEAD REFERRAL AND ACCEPTANCE
1. License

(a) General. CA hereby grants to Referral Partner a non-exclusive, non-transferrable, non-sub licensable, limited, revocable license to: (i) promote the Instant Agenda Products to Leads, (ii) use the CA Marks for the sole purpose of promoting the Instant Agenda Products to Leads in accordance with paragraph (e) below, and (iii) conduct demonstrations of the Instant Agenda Products in accordance with paragraph (f) below.

(b) Prohibited Activities. Referral Partner will not (i) associate CA, the Instant Agenda Products, or any of the content provided to Referral Partner by CA with content that is unlawful or otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in CA's reasonable discretion. Referral Partner will not send unsolicited messages or make unsolicited calls to groups of recipients, or otherwise engage in any other form of mass electronic communications prohibited by law in connection with this Agreement.

(c) Compliance. Referral Partner will comply with all applicable laws in its performance under this Agreement.

(d) Warranties. Referral Partner represents and warrants that it possesses all necessary rights and licenses to perform its obligations hereunder, including all rights and licenses necessary to provide information about Leads to CA. By agreeing to this Agreement, you represent and warrant you have all necessary authority to bind the entity providing the Lead to this Agreement. THE Instant Agenda product AND ALL OTHER DATA, MATERIALS, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY CA AND ITS SUPPLIERS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. CA AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CA DOES NOT WARRANT THAT THE Instant Agenda product WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.

(e) Use of Marks. This Agreement does not grant Referral Partner any right, title, interest, or license in or to any of CA's names, word marks, logos, logo types, trade dress, designs, trademarks, service marks, or other CA branding and intellectual property ("CA Marks"). CA grants to Referral Partner a non-exclusive, revocable, and limited license to use CA's corporate name and names of Instant Agenda product solely to accurately identify and refer to CA and the Instant Agenda products in order to generate Leads and for no other purpose, provided that such use shall not be likely to cause confusion about the source of the Instant Agenda products or Referral Partner's own products and services or Referral Partner's relationship with CA. Referral Partner’s use of the CA Marks shall comply with CA usage guidelines available on the Site. CA grants to Referral Partner a non-exclusive, revocable, and limited license to access and copy the CA marketing materials made available to Referral Partner via the Site solely for the purpose of fulfilling its obligations under this Agreement. Referral Partner represents and warrants it possesses and will maintain all necessary rights in the marks it uses in conjunction with its use of the CA Marks. Upon CA's request, Referral Partner shall provide CA with a copy of its materials containing the CA Marks, and Referral Partner shall, upon request from CA, modify or cease its use of the CA Marks. Referral Partner shall not modify the CA Marks in any way.

(f) License to CA Products. Referral Partner shall not receive license or right to the CA Products under this Agreement.

2. Referral Partner's Identification and Referral of Leads.

(a) Referral Partner acknowledges and agrees that in order for a Lead to qualify as a Converted Lead, the following must have occurred: (i) Referral Partner must have provided valid details of the Converted Lead to CA through the Site; and (ii) CA must have reviewed Referral Partner's Lead and accepted the Lead (i.e., not rejected the Lead for any of the reasons stated in the Exclusions section below, or otherwise); (iv) Referral Partner must be in good standing with CA; and (v) The Converted Lead, at its own discretion and without receiving any monetary or other incentive from Referral Partner, enters into an agreement with CA and obtains Instant Agenda Products (or a subscription thereto) within 6 months from the date Referral Partner submits the Lead. (vi) Referral partner must Actively Participate in the sale of the Instant Agenda product with the CA Instant Agenda team as defined in these terms. Fulfillment of the above criteria does not guarantee that a Lead qualifies as a Converted Lead. CA may decline to qualify a Lead as a Converted Lead for any reason in its sole discretion.

(b) Referral Partner acknowledges and agrees that no referral percentage will be paid to Referral Partner by CA for the referral of a Lead: (i) that was an existing customer of Instant Agenda at the time of the Lead submission; or (ii) pertaining to a potential customer which CA was already involved in preliminary or advanced discussions relating to a possible commercial relationship at the time of the Lead submission; or (iii) that had previously been submitted to CA by Referral Partner or by any other third party (including other referrers); or (iv) that Referral Partner did not Actively Participate in developing and/or soliciting; or (v) that Referral Partner also submitted to a CA competitor. 

(c) Referral Partner acknowledges that it shall be solely responsible for and shall bear all costs associated with Referral Partner's solicitation and development of any Leads for referral to CA.

(d) Referral Partner acknowledges and agrees the following are required in order for Referral Partner to be eligible to earn Referral Percentages on Converted Leads who renew their orders for Instant Agenda Products: (i)Referral Partner was actively engaged in the adoption and retention of the Instant Agenda Products by the Converted Lead through in-person meetings and/or remote sessions; (ii) Referral Partner Actively Participated as defined previously in the renewal cycle with CA sales (iii) Referral Partner attended quarterly update sessions with CA's Custom Advocacy Team and continued to support CA throughout the enablement process; and (iv) Upon request, Referral Partner provided CA with status updates regarding usage of the Instant Agenda Products by the Converted Leads. Fulfillment of the above criteria does not guarantee that a Converted Lead that renews will result in renewal referral percentage payments to Referral Partner. CA may decline to pay referral percentage on renewals for any reason in its sole discretion.

3. CA's Obligations Upon Lead Referral:

(a) CA shall review Leads submitted by Referral Partner to determine whether to accept or reject the Lead(s) as converted pursuant to Section II.2 above, or other commercially reasonable reason as determined by CA.

(b) Within thirty (45) days after a submitted Lead becomes a paying user of Instant Agenda, CA will notify Referral Partner as to whether the Lead is converted. 

(c) Upon acceptance of a Lead as converted, CA shall be solely responsible for all costs associated with the sale of Instant Agenda Products to said Lead. 

(d) CA shall provide and Referral Partner may obtain Instant Agenda's standard product training services. CA will make available Site as the primary means of self-service training. Referral Partner will bear the cost of all travel, lodging and meals of its own personnel. 
(e) CA shall compensate Referral Partner on Converted Leads as set forth in Section III below.

4. Mutual Obligations Re: Lead Development/Sale. Each party will:

(a) cooperate with the other to develop and execute a strategy to best serve the needs of the Converted Lead, including how the Parties will work separately or together, if at all, regarding the Lead; 

(b) upon request of the other Party, provide the other with all non-confidential information it has regarding a Lead in order to assist the other party in (i) verifying the eligibility of the Lead as converted; and/or (ii) successfully soliciting the Lead to purchase Instant Agenda Products.

(c) upon request of the other Party, in its reasonable discretion, provide the other Party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this Section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training Party's discretion.

(d) conduct all of its business in its own name and in a businesslike and professional manner. Referral Partner will not make any representations or guarantees concerning the Instant Agenda Products. Referral Partner will not take any action that may disparage CA or the Instant Agenda Products.

III. REFERRAL FEES

1. Payment. Subject to the terms and conditions of this Agreement, CA will pay Referral Partner a referral percentage as determined by the schedule set forth in Exhibit "A" for each Converted Lead referred by Referral Partner to CA in compliance with the requirements of this Agreement. The payment of referral percentages will be made in the local currency that the Converted Lead sales transaction is consummated in. Referral Partner shall be solely responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the payments made to Referral Partner by CA. If a Converted Lead obtains a refund of any fees within six (6) months after execution of an order for an Instant Agenda Product, the amount of the applicable referral percentage paid to Referring Party will be set-off against any subsequent referral percentages earned by Referral Partner. In any event, referral percentages paid shall not exceed the local currency equivalent of $50,000USD determined using CA’s corporate exchange rates for any individual Lead, or issued to a single subscription ID.

2. Payment Timing. Referral percentages under this Section shall be due no later than the last day of the quarter following the month after CA actually receives the applicable payment of fees from the Converted Lead, but in no case earlier than the expiration of any return period agreed to by CA and the Converted Lead. CA’s fiscal year is defined as April 1 through March 31 with a quarter end on June 30, September 30, December 31 and March 31. Payments shall be remitted to Referral Partner by the local CA subsidiary.

IV. TERM AND TERMINATION

1. Term. The term of this Agreement will commence on the Effective Date and continue until terminated in accordance with Section IV.2 below.

2. Termination. This Agreement may be terminated by CA or Referral Partner for convenience for any reason or no reason upon thirty (30) days written notice to the other party. In addition, CA may terminate your participation effective immediately upon your violation of any terms of this agreement or any applicable law or regulation.

3. Effect of Termination. Following termination of this Agreement, CA will pay Referral Partner, in accordance with Section III above, any amounts earned by Referral Partner for Converted Leads submitted to CA up to the date of termination. Regardless of any other provision of these terms and conditions, CA will not by reason of the termination or expiration of this Agreement be liable for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures, investments or commitments in connection with Referral Partner's business or goodwill, or otherwise.

V. CONFIDENTIALITY

1. Obligation. Each party agrees (a) to hold the other party's Confidential Information in strict confidence, (b) to limit access to the other party's Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the receiving party will not be in violation of this Section with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party sufficient prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

2. Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party's lawful possession prior to the disclosure, as shown by the receiving party's competent written records, (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, as shown by the receiving party's competent written records, or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

VI. GENERAL
1. Assignment. CA may assign this Agreement at any time. Referral Partner may not assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of CA. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the successors and assignees of the parties.

2. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the New York without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court sitting in Suffolk County New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If a dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys' fees of the prevailing party.

3. Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth above (each party may change its address from time to time upon written notice to the other party of the new address). Unless otherwise set forth below, notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent via certified mail (return receipt requested) (c) sent via email (deemed delivered upon transmission), (d) sent via fax (with confirmation of receipt), or (e) sent by recognized air courier service.

4. Entire Agreement. This Agreement is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof.

5. Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

6. Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. Nothing contained in this Agreement will be construed to (a) give either party the power to direct or control the day-to-day activities of the other, (b) create an employer-employee relationship between the parties, or (c) constitute the parties as joint ventures, co-owners or otherwise as participants in a joint undertaking. Referral Partner shall not have the authority to make any commitments or agreements or to incur any liabilities whatsoever on behalf of CA, nor shall CA be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by Referral Partner.

7. Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.

VII. INDEMNIFICATION AND LIABILITY

1. Indemnification. If any action is instituted by a third party against CA related to the acts or omissions of Referral Partner ("Claim"), Referral Partner will defend such action at its own expense on behalf of CA and shall pay all damages attributable to such claim which are finally awarded against CA or paid in settlement of such claim. If CA seeks indemnity from Referral Partner, CA must (a) promptly notify Referral Partner of the Claim, and (b) give Referral Partner the sole control over the defense of such Claim. Upon Referral Partner's assumption of the defense of such Claim, CA will cooperate with Referral Partner in such defense, at Referral Partner's expense. CA may choose, in its sole discretion, to assume control over any litigation or settlement for any Claim. Further, Referral Partner will not discontinue or settle any claim in a manner that does not unconditionally release CA without CA's prior written consent.

2. Limitation of Liability. CA's total cumulative liability to Referral Partner for any and all claims arising from or in connection with this Agreement (under any legal theory including claims in contract or tort) will not exceed the amounts actually paid to Referral Partner by CA in the twelve (12) month period immediately preceding formal written notice of the claim for liability hereunder. All claims that CA may have against the other party will be aggregated to satisfy this limit and multiple claims will not enlarge this limit. In no event will CA be liable for special, incidental, indirect or consequential damages arising out of or in connection with this agreement (under any legal theory including claims in contract or tort), even if such party has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein.

EXHIBIT A - REFERRAL PARTNER COMMISSION FORMULA

For each Converted Lead, CA will pay Referral Partner a commission, as specified below. This referral commission shall consist of two (2) payments as determined by the Referral Partner Tier. 

Referral Partner Tier shall be determined by the number of lifetime Converted Leads referred to CA by the Referral Partner. Referral Partners who have referred fewer than 15 Instant Agenda Converted Leads shall belong to the “Partner” tier. Referral Partners who have referred 15 or more Instant Agenda Converted Leads shall belong to the “Elite Partner” tier. CA may at its sole discretion waive the Converted Lead requirement to promote a partner to the “Elite Partner” tier. 

The first Commission shall be paid as a percent of the Monthly Recurring Revenue (MRR) measured at 30 days from the start of Converted Lead’s contract period. 

The second Commission, if applicable, shall be paid as a percentage of Annually Recurring Revenue (ARR) for the Converted Lead, measured at twelve (12) months from the date of the initial order for Instant Agenda Products (the, "Referral Period").

No commissions will be paid to Referral Partner for professional services, technical services, support services, or third party software products purchased by the Commissionable Lead. 

Partner Tier: Partner
First Commission (MRR @ 30 day): 200%
Second Commission (ARR @ 12 months): 15%

Partner Tier: Elite Partner
First Commission (MRR @ 30 day): 200%
Second Commission (ARR @ 12 months): 20%