Partner Agreement

ReviewInc has THREE different partner programs. Click on the appropriate tab below to get a preview of the agreement that corresponds to your preferred partner type. Ignore the other types if they do not apply.

Reseller Authorization Agreement

This Agreement is between LMP Software, LLC dba ReviewInc.  (“Company”), a California Limited Liability Corporation having offices at 20750 Ventura Blvd #355, Woodland Hills, CA 91364 and (“COMPANY”) and the reseller set forth below (“Reseller”) and establishes the terms and conditions for Resellers participation in the ReviewInc Reseller Program (the “Program”). Under the Program, Company will provide marketing and promotional support to Reseller as specified in this Agreement related to Resellers purchase and license of ReviewInc products for resale.  Reseller’s compensation shall be outlined in Exhibit A.

1. Reseller Qualification

1.1. In order to ensure adequate technical and marketing support to end users, eligibility to resell ReviewInc products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site). These program materials as well as the certification requirements are contained on the company website and the reseller portal. Reseller will not sell ReviewInc products without arranging for adequate post-sales support by Company.

2. Relationships

2.1. Reseller is an independent contractor engaged in selling ReviewInc products or services to its customers. Reseller is not an agent or legal representative of ReviewInc for any purpose, and has no authority to act for, bind or commit ReviewInc.

2.2. Reseller has no authority to make any commitment on behalf of ReviewInc with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with ReviewInc products.

2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of ReviewInc. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive upon notice from ReviewInc.

3. Term, Limitations, Termination

3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and ReviewInc. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.

3.2. Either party may terminate this Agreement without cause at any time upon thirty (30) days prior written notice.  In the event of a breach of this Agreement, Company may terminate this agreement upon fifteen (15) days prior written notice.

3.3 Upon termination, all unfilled purchase orders pending at the time of the date of such notice must be submitted and processed within 14 days of termination or shall be deemed canceled. Commissions will continue for all orders generated from Reseller accounts except in cases of termination for cause in which case any ongoing commissions will continue until one year from the date of original purchase, or six months from the date of termination—whichever is longer. Any accrued marketing funds will be revoked, but it does not affect any outstanding amounts due.

3.3. ReviewInc may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless Reseller provides notice of Termination.

4. Reseller Programs

4.1. ReviewInc Reseller program will contain various participation levels. ReviewInc will invite Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by ReviewInc as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. ReviewInc reserves the right to terminate or modify such programs at any time at its sole discretion.

4.2. Reseller shall exert best efforts to market ReviewInc products and is able to use promotional materials supplied by ReviewInc.

4.3. As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the ReviewInc products in general and will have access to appropriate ReviewInc sales and technical training.

4.4. ReviewInc does not represent that it will continue to offer or market any particular service indefinitely or even for any specific period. ReviewInc specifically reserves the right to modify any of the specifications or characteristics of its product and service offerings, to remove any product or services from the market, and/or to cease providing the service altogether.

4.5. Reseller is expected and encouraged to advertise and promote the sales of ReviewInc products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. ReviewInc must approve all original materials that use ReviewInc name or trademarks. ReviewInc will assist Reseller in advertising and promoting ReviewInc products in accordance with ReviewInc policy.

5. Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL REVIEWINC, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SERVICE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF REVIEWINC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES.  NOT WITHSTANDING THE ABOVE, ANY DAMAGES ASSESSED SHAL BE LIMITED TO A SINGLE MONTH’S COST OF SERVICE PROVIDED TO RESELLER FOR THE PRODUCT.

6. Use of ReviewInc Trademarks

6.1. Reseller acknowledges the following:

6.1.a. ReviewInc owns all right, title and interest in the ReviewInc names and logotypes.

6.1.b. ReviewInc is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.

6.1.c. Reseller will acquire no interest in any such trademarks or tradenames or other intellectual property by virtue of this Agreement, its activities under it, or any relationship with ReviewInc.

6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the ReviewInc products. Reseller may also use the ReviewInc trademarks and trade names to promote and solicit sales or licensing of ReviewInc products if done so in strict accordance with ReviewInc guidelines. Reseller will not adopt or use such trademarks, tradenames or domains, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.

6.3.  At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the ReviewInc and ReviewInc names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a reseller of the ReviewInc products.

7. Warranty

7.1. Reseller will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of ReviewInc and its Products; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to ReviewInc or ReviewInc Products;  (iii) make no false or misleading representations with regard to ReviewInc or ReviewInc Products; (iv) not publish or employ, or cooperate in the publication or employment of, any unlawful, misleading or deceptive advertising material, practice or transmission with regard to ReviewInc or ReviewInc Products; (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of ReviewInc Products that are inconsistent with the literature distributed by ReviewInc and/or about ReviewInc products; and (vi) comply with all applicable laws and regulations.

7.2. ReviewInc warranties are as specified in the ReviewInc Client Terms and Conditions (“EULA”).  REVIEWINC MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PRODUCTS AND SERVICES, EXCEPT AS SET IN THE EULA.   ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.

7.3. Each party shall, at its expense, defend, indemnify and hold the other harmless from and against any damage, liability, cost or expense (including reasonable attorneys’ fees and court costs) arising out of or resulting from any third-party claim, suit or other proceeding (each a Claim and, collectively, the Claims) arising in any way from a breach of these Warranties or breach of this Agreement .

8. Software

8.1.  The software license terms will be specified in ReviewInc’s Client Terms and Conditions (“EULA”). https://www.reviewinc.com/TermsAndConditions.aspx

9. Proprietary Information

9.1.        In addition to the confidentiality section within the EULA, ReviewInc and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care.

10. Export Controls

Regardless of any disclosure made by Reseller to ReviewInc or Distributor of an ultimate destination of ReviewInc products, Reseller shall not export, either directly or indirectly, any documentation, ReviewInc products, or system incorporating such ReviewInc where prohibited by applicable law (including export control provisions).

12. Government Contract Conditions

In the event that Reseller elects to sell ReviewInc products or services to the Government (national, regional or local), Reseller does so solely at its own option and risk, and agrees not to obligate ReviewInc as a subcontractor or otherwise to the Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. ReviewInc makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.

13. Choice of Law and Arbitration

13.1. California Law Applies Subject to Discovery Limitation Herein. This Agreement shall be governed by the laws of the State of California without reference to its conflict of laws principles (but excluding Section 1283.1 of the California Code of Civil Procedure).

13.2. Arbitration.  Any dispute, controversy or other claim arising out of this Agreement shall be resolved by arbitration conducted in English in Los Angeles, California in accordance with the JudicateWest Commercial Arbitration Rules as modified by this section. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.

13.3. Arbitrator Qualifications.  Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the rules of the JudicateWest. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises.

13.4. Limiting Discovery to Reduce Litigation Costs.  All discovery shall be completed within sixty (60) days following the appointment of the arbitrator.

13.5. Flexibility in Presenting Evidence.  Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video or other electronic means of communication.

13.6 Arbitration Award/No Appeal.  The arbitration award shall be in writing and the arbitrator shall provide written reasons for the award. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and JudicateWest, incurred in the action or proceedings. In no event shall the arbitrator award punitive or exemplary damages. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award.

14. Miscellaneous

14.1. Notices.  Notices under this Agreement must be sent by overnight mail service or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change).

14.2. Entire Agreement.  This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement.

14.3  Limitation on Assignments.  Neither party may assign, delegate, or transfer the Agreement or any of its rights or duties hereunder, without the prior written consent of the other party. Notwithstanding the foregoing, ReviewInc may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of ReviewInc.


Exhibit A

Commission

Client pays ReviewInc, and ReviewInc pays Reseller commission as follows:

(This amount is redacted in this public portion of the online agreement (for confidentiality), but can be obtained directly from the Partner Manager (phone or email), but is also sent via the Reseller Acceptance Email).

Term of Commission

Life of Customer subject to the following qualifications (all of which must apply):

1. Reseller is paid during the Life of Customer’s active subscription so long as the customer maintains their subscription with their current reseller (if they switch to a different reseller, the commission terminates after the customer’s current month)

2. Reseller is classified as “Active” by making at least one new sale per 6-month period.

Payment Schedule

Payment is made on the 15th of the month following 30 days after payment is made by customer.After reseller achieves a level of 10 concurrent subscriptions, Reseller may qualify for twice-monthly pay periods.

Referral Agreement

This agreement (“Agreement”) is entered between LMP Software, LLC dba ReviewInc.  (“Company”), a California Limited Liability Corporation having offices at 20750 Ventura Blvd, Suite 355, Woodland Hills, CA 91364 and Referral partner (“Referrer”), using the name and address submitted when completing the referral partner application.

Whereas, ReviewInc sells software and services that help businesses monitor, capture, share and encourage sharing of reviews by consumers.

Whereas, Referrer has experience, business relationships, and network contacts within its industry, stands in a position to act as a Referrer with ReviewInc;

Whereas, Referrer will participate in ReviewInc’s lead referral program in which Referrer will provide ReviewInc with a potential customer identified by Referrer (“Leads”) in exchange for which ReviewInc will pay certain commissions as described below.

Whereas, ReviewInc desires to engage the Referrer for the purposes of marketing and selling ReviewInc’s Software and Services in the United States; and

Therefore, in consideration of the following conditions set for the in this Agreement, the parties agree to the following.

1. Defined Terms

  • “Actively Participate”shall mean Referrer’s active engagement in the introduction of a Lead to ReviewInc through an email; an in-person introduction; a telephone introduction; through a joint sales call; or by using the referral form located at the ReviewInc partner program website (most common method).
  • “Material Support” shall mean Referrer’s continued support of ReviewInc through the sales process
  • “Commissionable Lead”shall mean a Lead for which Referrer is eligible under Section 2.a. herein to be paid a commission because said Lead has become a customer of ReviewInc by executing a ReviewInc Service Agreement for use of a ReviewInc Service.
  • “ReviewInc Lead Form” or “RLF”shall mean a standard form generated by ReviewInc to be used by Referrer to identify a referred Lead for purposes of qualifying the Lead as a Commissionable Lead
  • “Lead Referral Date”shall mean the date ReviewInc receives the RLF.
  • “Notification Date”shall mean the date that ReviewInc notifies Referrer that it has accepted Referrer’s Lead as a Commissionable Lead.
  • “Service”shall mean the on-line “Software as a Service” business application known as ReviewInc or similar or successor product, which ReviewInc licenses to Customers.

2. TERMS AND CONDITIONS OF LEAD REFERRAL AND ACCEPTANCE

  1. Referrer’s Identification and Referral of Leads: Referrer acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred:
    1. Referrer must have provided valid details of the Commissionable Lead to a ReviewInc and
    2. Referrer must have timely documented the introduction of the Lead on a ReviewInc Lead Form (“RLF”) and must have submitted the completed RLF to ReviewInc for review; and
    3. ReviewInc must have reviewed Referrer’s RLF and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated in the Exclusions section below, or otherwise).
  2. Referrer acknowledges and agrees that no commission will be paid to Referrer by ReviewInc for the referral of a Lead:
    1. that was an existing customer of ReviewInc’s at the time of the referral; or
    2. with whom ReviewInc was already involved in preliminary or advanced discussions relating toward the sale of a license to Lead (as of the date of the RLF); or
    3. for whom a RLF (or similar document) has previously been submitted to ReviewInc by Referrer or any other third party; or
    4. for whom Referrer did not Actively Participate in the development and/or solicitation of the Lead.
  3. Referrer acknowledges that it shall be solely responsible for and shall bear all costs associated with Referrer’s development of any Leads for referral to ReviewInc.

3. ReviewInc’s Obligations Upon Lead Referral

  1. ReviewInc hereby authorizes Referrer to refer Leads to ReviewInc in exchange for the remuneration listed in Exhibit “A.”
  2. ReviewInc shall upon submission of a RLF from Referrer promptly review the RLF to determine whether to accept or reject the Lead as commissionable under the conditions of lead referral and acceptance section above, or other commercially reasonable reason as determined by ReviewInc.
  3. ReviewInc will notify Referrer within 24-48 hours during business days (“Notification Date”) of receipt of the RLF as to whether the Lead submitted by Referrer to ReviewInc is commissionable.
  4. Upon acceptance of a Lead as commissionable, ReviewInc shall be solely responsible for all costs associated with the sale of a License to said Lead.

4. Mutual Obligations Re: Lead Development/Sale

  1. Each Party will cooperate with the other to develop and execute a strategy to best serve the needs of the Commissionable Lead, including how the Parties will work separately or together, if at all, regarding the Lead.
  2. Each Party will, 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 commissionable; and/or (ii) successfully soliciting the Lead to purchase ReviewInc products. This can be relayed via email, or by phone, but it is typically referred within the Online Referral Form found at the ReviewInc partner program website.
  3. Each Party will, 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.
  4. Each Party will conduct all of its business in its own name and in a businesslike and professional manner. Referrer will not make any representations or guarantees concerning the ReviewInc Services. Product guarantees are contained within the ReviewInc end user license agreement

5. COMMISSIONS/REFERRAL FEES

  1. Subject to the terms and conditions of this Agreement, ReviewInc will pay Referrer a commission as determined by schedule set forth in Exhibit “A” for each Commissionable Lead referred by Referrer to ReviewInc in compliance with the requirements of Section 2 above, that enters into a License Agreement with ReviewInc. The payment of commissions will be made in U.S. Dollars. Referrer 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 Referrer by ReviewInc.
  2. Payment Timing. Commissions under this Section shall be due no later than the last day of the “30-day period” following the “30-day period” after ReviewInc actually receives the applicable payment of fees from the Commissionable Lead, but in no case earlier than the expiration of any return period agreed to by ReviewInc and the Commissionable Lead.

This agreement is accepted when you click “submit” during the referral program application process.


EXHIBIT A – PARTNER COMMISSION FORMULA

For each Commissionable Lead, ReviewInc will pay Referrer as specified below, of the Monthly Contract Value for ReviewInc’s Software as a Service that is actually received and earned by ReviewInc from the Commissionable Lead.

All actual amounts are redacted for confidentiality within this preview version of the agreement. Amounts can be obtain via phone or email from the partner manager, but will also be contained in the referral partner acceptance email.

Option A

Standard Monthly Referral Rate

(Paid per terms in section 5.2)

____  if referral submitted via referral form.

_____  if referral came from a link (without using the form).

Applicable Period

(Eligible Period of Referral Payments per Commissionable Lead.  After this period, referral payments for a commissionable lead shall expire)

12 months

The amount is paid all at once if the prospects pays for the entire year up-front.

Option B

One Time Referral Bonus

(Paid per terms in section 5.2)

_____

Qualifying Monthly Value

(Eligible monthly service value of Commissionable Lead)

_____ /month subscription

This is a sample of the typical white label agreement. The Exhibit A that contains pricing is not included in this public section since it is confidential, but is available from the Partner Manager.


White Label Partner Agreement

This agreement (“Agreement”) is entered between LMP Software, LLC dba ReviewInc.  (“Company”), a California Limited Liability Corporation having offices at 20750 Ventura Blvd #355, Woodland Hills, CA 91364 and White Label Partner (“Partner”), using the name and address submitted when completing the referral partner application.

Whereas, ReviewInc sells software and services that help businesses monitor, capture and publish reviews.

Whereas, Partner is in the business of providing internet marketing solutions;

Whereas, ReviewInc desires to engage the Partner for the purposes of marketing and selling ReviewInc’s Software and Services in the United States; and

Therefore, in consideration of the following conditions set for the in this Agreement, the parties agree to the following.

10.  DEFINITIONS

  • Customer” means a licensee or end user of ReviewInc Products who acquires such products and associated services solely for its internal use.
  • Limited Warranty Statement” means ReviewInc’s then-current warranty from ReviewInc to Customers.
  • Maintenance/Support” means ReviewInc’s maintenance/technical support services for a ReviewInc Product, Ordered by Partner and provided by ReviewInc to Partner or Customer pursuant to ReviewInc’s then-current maintenance/technical support policies and processes.
  • “Product” means the software and services in ReviewInc’s then-current Partner Product List, a current copy of which is attached as Exhibit A. ReviewInc may add to, delete from, or otherwise modify the Products on the Product List at any time.
  • Territory” means the United States of America.
  • “Trademark(s)” means the word mark or the ReviewInc logo, the applicable ReviewInc Product trademarks and any other trademarks and service marks adopted by ReviewInc to identify its products and services.
  • Term” means the term of this Agreement as set forth in Section 6 hereof.
  • “White Label” means the rebranding of ReviewInc Products to include specific Partner logo/branding solely for the intended use as set forth in this Agreement.

2.  APPOINTMENT AND DISTRIBUTION RIGHTS

2.1 APPOINTMENT. ReviewInc hereby appoints Partner, and Partner accepts such appointment, to act as a non-exclusive Partner of Products only to Customers located in the Territory. Sale of Products to other Partners or Partner’s affiliates is strictly prohibited. Partner will only sell the Products in direct transactions between Partner and a Customer in the Territory.

2.2   DISTRIBUTION. Subject to Partner’s compliance with this Agreement, ReviewInc grants the non-exclusive, non-transferable right during the Term to acquire and resell ReviewInc Products to Customers in the Territory.  ReviewInc reserves the right to distribute its Products directly and indirectly through all channels, including, through original equipment manufacturers, Partners, other distributors, and/or integrators.

2.3 RESTRICTIONS. Except as may be otherwise specified in this Agreement, Partner shall not: (i)  use or duplicate the ReviewInc Products for any purpose; (ii) make the ReviewInc Products available to unauthorized third parties; (iii) cause or permit any party to procure the ReviewInc Products from Partner to sublicense, timeshare, resell, rent or lease the ReviewInc Product to others; (iv) cause or permit the reverse engineering, disassembly, de-compilation or other attempt (a) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanism in the ReviewInc Products, or (b) to derive the source code of the underlying ideas, algorithms, structure or organization from ReviewInc Products except to the extent permitted by law. (isn’t this covered in the EULA—if so, don’t need to duplicate it since the partner will have to click approval of the EULA just to use or demo it)

3.  PRODUCT TERMS

3.1 PRODUCT AVAILABILITY ReviewInc Products available for distribution by the Partner are outlined in Exhibit A.  ReviewInc and the Partner shall mutually agree to any modifications made to Exhibit A during the Term of the Agreement.  ReviewInc is not obligated to offer future products, maintenance/support, or professional services on the same terms and/or conditions stated in this Agreement.

3.2 WHITE LABELING.  Partner will make available to ReviewInc all necessary logo and branding details and upon request provide high-resolution digital files to enable ReviewInc to complete rebranding of the Products for Partner use in accordance with this Agreement. Partner agrees to appoint a resource to engage directly with ReviewInc in the planning, execution and user acceptance testing for the rebranded Products prior to making the Products available to its Customers.

3.3 PRICING.  The price paid by the Partner to ReviewInc for Products is set forth in Exhibit A. ReviewInc shall have the right, at any time, to change, alter, or amend Product prices upon 30-day written or electronic notification.  However, customers already under agreement shall continue with the then current contractual price.

3.4 SETUP.  To enable customers’ use of the product, Partner must complete and submit setup forms electronically via ReviewInc’s administrator’s portal.  For so long as Partner’s relationship is in good standing, Partner shall have access to the administrator’s portal for setup of new accounts. ReviewInc may make periodic updates to the form where the Partner is responsible for providing required customer setup details on the latest version of the form.

3.5 SERVICE LEVEL AGREEMENT.  ReviewInc shall ensure that its service remains active and online for at least 99% of the time.  From time to time, the service may be taken offline for maintenance or service enhancements.  At its discretion, ReviewInc may include new features, services or enhancements to the Product.  ReviewInc is under no obligation to provide new features, services or enhancements.  However, software repairs will be handled in the ordinary course of ReviewInc’s maintenance process.

3.6 LEVEL I & II SUPPORT. Partner will provide Level I support to its Customers defined as providing means of direct contact by phone, email and/or live chat to address basic setup and usage inquiries.  As part of Level 1 Support, the Partner will offer Customer training.  Level II support, defined as anything more advanced and not covered in Level I support, will be provided to the Partner and/or Customer by ReviewInc.

4.  ORDERS AND PAYMENT

4.1 ORDERS. Orders shall be in email or any other authenticated electronic document and be subject to acceptance by ReviewInc. The terms and conditions of each order shall be as provided by this Agreement, and the provisions of either party’s form of purchase order, acknowledgment or other business forms will not apply to any order notwithstanding the other party’s acknowledgment or acceptance of such form.

4.2 FULFILLMENT. Fulfillment of orders constitutes customer setup and login information.  Fulfillment shall generally be provided within 1 – 3 business days from order request, with no more than 5 business days. Orders shall include all necessary information to setup a Customer (which includes, but not limited to, customer local search sites, customer name, website, and email address).

4.3 PAYMENT. Subject to compliance with ReviewInc’s credit requirements, payments on existing subscriptions from orders will be due in advance of a month’s service for each Customer account.  If Partner is in default of its payment obligations, ReviewInc shall give email or written notice of such default to Partner. Upon receipt of such default notice, Partner shall have 15 calendar days to cure. If Partner fails to cure within the notice period, ReviewInc then reserves the right to suspend all Partner accounts and/or directly engage and bill Customers.

4.4 TAXES, TARRIFS, FEES. ReviewInc’s prices do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which ReviewInc may be required to pay or collect upon the sale or delivery of ReviewInc Products or upon collection of the sales price. Should any tax or levy be made, the Partner agrees to pay such tax or levy and indemnify ReviewInc for any claim for such tax or levy demanded. The Partner represents to ReviewInc that all ReviewInc Products acquired hereunder are for redistribution in the ordinary course of the Partner’s business, and agrees to provide ReviewInc with appropriate resale certificates and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees. If the Partner is required by law to withhold taxes on payments made to ReviewInc under this Agreement, then the Partner must: (i) provide ReviewInc with official receipts reflecting the actual amount of taxes withheld, which are adequate for ReviewInc to receive credit for such taxes paid; and (ii) minimize withholdings to the extent legally allowed, in order to protect ReviewInc’s exposure to the limitation imposed by the government authorities for such credit. If the Partner fails to provide ReviewInc with such tax payment receipts, if applicable, then the Partner shall reimburse ReviewInc for any fines, penalties, taxes, and other governmental charges resulting from such failure.

5.  PARTNER’S OBLIGATIONS

5.1 MARKETING DEVELOPMENT. Partner will actively market and advertise the Products consistent with Partner’s marketing plans and strategies.  Unless expressly granted, Partner may not use ReviewInc’s name, graphics, logo, marketing materials or website.

5.2 PARTNER COVENANTS. Partner will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of ReviewInc and its Products; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to ReviewInc or ReviewInc Products;  (iii) make no false or misleading representations with regard to ReviewInc or ReviewInc Products; (iv) not publish or employ, or cooperate in the publication or employment of, any unlawful, misleading or deceptive advertising material, practice or transmission with regard to ReviewInc or ReviewInc Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of ReviewInc Products that are inconsistent with the literature distributed by ReviewInc and/or about ReviewInc products.

5.3 USE OF TRADEMARKS AND PROPRIETARY NOTICES. During the term of this Agreement, Partner may not use the trademarks, trade names, logos and designations used by ReviewInc for ReviewInc Products.  Partner shall be provided its own labeling and branding for the Product.  However, Partner shall not remove or hide any copyright notices, trademarks or other proprietary markings on the Products, software, documentation or other materials related to the Products.  ReviewInc may not use Partner’s trade names, trademarks or service marks without first obtaining Partner’s express approval.

5.4 NOTICES. Partner shall send subscription renewal notifications to its Customers as a reminder of continuation of Product use and payment in accordance with the subscription term.

6.  TERM AND TERMINATION

6.1 TERM. Subject to the terms within this agreement, this Agreement shall commence on the Effective Date and continue perpetually.

6.2 TERMINATION WITHOUT CAUSE. Partner or ReviewInc may terminate this Agreement without cause, at any time, by written notice to the other party not less than thirty (30) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and ReviewInc and Partner hereby waive all claims against the other in connection with the cancellation of such orders.

6.3 TERMINATION FOR BREACH.  ReviewInc may terminate this Agreement, for cause, by written notice to Partner not less than ten (10) days prior to the effective date of such notice in the event that: (i) Partner fails to pay past due invoices within thirty (30) days after notice that invoices are past due; (ii) Partner fails to resolve and remove from ReviewInc unauthorized debits after a remedy period of 15 business days from date of debit, (iii) Partner violates any other material provision of this Agreement; or (iv) control of Partner is acquired, directly or indirectly, by a third party, or Partner is merged with a third party. Upon giving its notice of termination, ReviewInc may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Partner as an authorized ReviewInc Partner.

6.4 TERMINATION FOR INSOLVENCY. At the option of ReviewInc or Partner, this Agreement shall terminate immediately if: (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by or for the other party under any bankruptcy, insolvency or debtors’ relief law; (iv) any proceedings are commenced against the other party under any bankruptcy insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other party commences to dissolve under applicable corporate law statutes. In this event, ReviewInc may exercise its right to suspend and/or engage Customers directly as outlined in section 3.3 (PAYMENT).

6.5 TERMINATION/EXPIRATION ACCOUNTING. All amounts payable by Partner to ReviewInc shall survive termination and become immediately due and payable.  All monthly subscriptions shall survive and remain payable by Partner to ReviewInc in accordance with the payment terms outlined in this Agreement.

6.6   SURVIVAL. The following clauses survive the termination and/or expiry of this Agreement:  Clause 5.3 (Use of Trademarks and Proprietary Notices), Clause 8 (Limitation of Liability), Clause 9 (Confidentiality), Clause 10.2 (Governing Law), Clause 10.4 (Modification and Waiver), and Clause 10.7 (Limitation of Action).

7.  WARRANTY

7.1 CUSTOMER WARRANTY. ReviewInc provides a Disclaimer of Warranties Statement to Customers on its website.  Partner will make available to Customers a copy of the Disclaimer of Warranties Statement and will not make any representations or statements inconsistent with such Disclaimer of Warranties Statement.

7.2 EXPRESS DISCLAIMER. REVIEWINC MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.

8.  LIMITATION OF LIABILITY.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL REVIEWINC, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SERVICE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF REVIEWINC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES.  NOT WITHSTANDING THE ABOVE, ANY DAMAGES ASSESSED SHALL BE LIMITED TO A SINGLE MONTH’S COST OF SERVICE PROVIDED TO PARTNER FOR THE PRODUCT.

9.  CONFIDENTIALITY.

(a) The parties agree to maintain the confidentiality of information relating to Partner pricing, products, trade secrets, sales data, and other business information shared by the parties and not generally known to the public which is identified as confidential at the time of disclosure or any information that should, under the circumstances surrounding disclosure, reasonably be treated as confidential (“Confidential Information”).  The parties shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of: such information. These restrictions shall not apply to information that the Receiving Party can document is: (i) already in the possession of or known by the Receiving Party, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Receiving Party’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the Disclosing Party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the party required to disclose the information provides the other party with timely prior notice of such requirement where permitted.  Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement and may only provide such Confidential Information to its respective directors, employees and advisors who have a “need to know” such Confidential Information. Upon completion or termination of this Agreement or the written request of the Disclosing Party at any time, the Receiving Party shall, within five (5) business days from such completion, termination or request, return all copies of Confidential Information to the Disclosing Party or certify, if so requested, in writing that all copies of Confidential Information have been destroyed; except for material reasonably required to be maintained by counsel.  .   (b) The parties recognize that a breach of the provisions of this Section would cause irreparable injury to the Non-Breaching Party; therefore, in the event any party breaches or threatens to breach the provisions of this section, the other party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond.

10.  GENERAL

10.1 ASSIGNMENT. Neither party may assign, delegate, or transfer the Agreement or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, ReviewInc may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of ReviewInc.

10.2 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California (other than its conflicts of law principles), excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Los Angeles County, California.  The prevailing party in any action under this agreement shall be entitled to recover its reasonable attorneys’ fees, costs and expenses.

10.3 INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship.  Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

10.4 MODIFICATION AND WAIVER. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

10.5 NOTICES. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: authenticated email, hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally-recognized private express courier. Notices will be deemed given on the date received.

10.6 SEVERABILITY. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

10.7 LIMITATION OF ACTION. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Partner by ReviewInc arising from any delinquencies in payment for Products.

10.8 ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

In witness whereof, the parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date.


Exhibit A

This section contains the fees and pricing associated with the White Label program. It is redacted so it remains confidential from the public. Please contact the Partner Manager for details. It is also included in the final printed white label agreement.