PARTNER PROGRAM AGREEMENT
By clicking on “I agree” (or a similar box or button) when you sign up for to be a Datahash Partner, you agree to be bound by the applicable clauses of the following Partner Program Agreement (the “Agreement”).
The Agreement is between you, as Partner (as defined below in Clause A.1.) and Datahash DMCC with its registered office in YCBC-D22, Unit 909, Preatoni Tower, Cluster L, Jumeirah Lake Towers, Dubai, United Arab Emirates (“Datahash”). Each of Partner and Datahash a “Party”, and together the “Parties”.
Any reference to the Agreement includes any and all terms and documents incorporated by reference.
This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Referral Partners. Part C applies to Reseller Partners. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
You must read, agree with, and accept the Datahash’s Privacy Policy, before you may become a Partner. For the avoidance of doubt, Datahash’s Privacy Policy forms a part of this Agreement and is incorporated by reference. The Privacy Policy can be found on this link.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the entire Agreement for the complete picture of your legal requirements.
Part A – Terms Applicable to All Partners
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” means all information disclosed by either Party to the other which is in (i) tangible form and labeled “confidential”; or is (ii) information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the Party receiving it at the time of disclosure by the Party disclosing it; (b) was, or is, obtained by the Party receiving it from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties, or (d) was or is independently developed by the receiving party without the use of the disclosing Party’s Confidential Information.
“Effective Date” of this Agreement will be the date on which Partner accepts this Agreement.
“End User” means a person or entity that acquires the Datahash Services from the Partner.
“Intellectual Property” includes, without limitation, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.
“Partner” or “You” means (i) a company or other legal entity, or (ii) an individual acting on their own behalf, who has agreed to this Agreement in the capacity of either a Reseller or a Referral or both.
“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
2. Confidentiality. Each Party hereto agrees that it will not use the Confidential Information in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other Party.
The terms of this Confidentiality Clause shall survive termination of this Agreement and in the event of termination of this Agreement, there shall be no use or disclosure by either Party of any confidential information of the other Party and any materials related to the other Party shall be immediately returned.
| WHICH MEANS Both You and Datahash agree to use Confidential Information only to perform the obligations of the Agreement. Confidential Information must be protected and respected. |
3. Preservation of Intellectual Property. Neither Party shall, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to the other Party’s Intellectual Property, including but not limited to, trademarks or trade names. Neither Party shall have the right to use any Intellectual Property of the other Party except to refer the other Party’s products or services in accordance with the provisions of this Agreement.
| WHICH MEANS This Agreement does not grant You or Datahash any rights towards the other Party’s Intellectual Property. The use of Intellectual Property, if any, must be only to complete the terms of this Agreement. |
4. Use of Party’s Logo. Each Party hereby grants the other Party a free, non-exclusive, non-transferable, revocable right to use the other Party’s logo on the Party’s website and in all and any Party’s marketing materials, for the sole purpose of promoting the Parties’ cooperation and creating co-branded, mutually acceptable marketing and sales content during the entire term of this Agreement. Both Parties reserve all rights in and to above mentioned co-branded and promotional materials.
| WHICH MEANS Both You and Datahash can use each other’s logo for marketing and promotional perspectives during the term of the Agreement |
5. Marketing Materials. Datahash may, from time to time, provide the Partner with marketing materials, such as landing pages, case studies, screenshots, videos, and other materials (the “Marketing Materials”). The Partner must use Datahash’s Marketing Materials only to advertise and market the services of the Datahash.
The Partner may not modify in any way, prepare a derivative work of, distribute, lease (either for charge or free of charge), adapt, change setting, make any other changes, use, copy or otherwise reproduce in any form, any Marketing Materials.
| WHICH MEANS Datahash will from time-to-time provide the Partner with marketing materials which must be used to promote Datahash’s services, the partner must not completely modify the marketing materials. |
6. Limitation Of Liability. To the maximum extent permitted by applicable law, Party’s cumulative liability for all claims of any nature arising from this Agreement, including any cause of action based on warranty, contract, tort, strict liability, shall not exceed the total amount that a. Reseller has actually paid to Datahash under this Agreement during the twelve (12) month period prior to the claim arising, and/or, b. is paid or payable by Datahash to the Referral during the twelve (12) month period prior to the claim arising, and/or.
Neither the Parties’, nor any of their suppliers or licensors shall be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, whether in contract, in tort (including negligence) or otherwise, or for any loss of profits, loss of savings, loss of data or loss of use arising out of this agreement or the use of (or inability to use) the Datahash services even if the other Party has been made aware of the possibility of such potential loss or damage. | WHICH MEANS The Parties are mutually limiting their liability with regard to the Agreement. If there is a liability owed to one Party by the other, the Party will provide no more than the amounts that were paid to or received from the Reseller/Referral Partner in the past 12 months. |
7. Indemnification. Each Party shall indemnify, defend and hold the other Party and its directors, officers, employees, agents, stockholders, and affiliates harmless from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) that may arise from or relate to the Party’s breach of this Agreement or its negligent acts or omissions arising out of or connected to its performance under this Agreement.
| WHICH MEANS The Party breaching the Agreement or acting negligently or omitting a performance under this Agreement will cover all costs associated with a claim made, or liabilities incurred due to such actions.
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8. Mutual Non-Disparagement. Parties shall not make any public disparaging statements concerning the other Party or its members, managers, employees, agents, or contracting parties, or its business or operations, including but not limited to the Datahash Services. This non-disparagement provision shall not in any way prevent either Party from disclosing any information to its attorneys or in response to a lawful subpoena or court order requiring disclosure of information.
| WHICH MEANS The Parties must not make any derogatory statements about the other Party or represent anything that could cause harm to the credibility of the other party except when required by law. |
9. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
| WHICH MEANS Both You and Datahash are non-exclusive to each other and can enter into similar arrangements with others, as long as that Party does not use the other Party’s Confidential Information. |
10. Compliance with Applicable Laws. The Parties shall comply with all applicable laws and regulations. The obligations of Datahash to supply the Datahash Services shall be, at all times, subject to all applicable laws and regulations. Partner shall comply with all such laws and regulations and shall not take any action contrary thereto. Partner agrees that, except for returns to Datahash, it shall not re-export, directly or indirectly, any of the Datahash Services or Specifications outside of the designated territory without the prior written consent of Datahash and without obtaining the appropriate clearance under any applicable laws or regulations. Parties shall at all times refrain from engaging in any illegal, unfair or deceptive trade practices or unethical business practices whatsoever with respect to their conduct under and related to this Agreement.
| WHICH MEANS The Parties must ensure that all their actions adhere to applicable laws and regulations. |
11. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by certified or registered mail, postage prepaid, return receipt requested, or sent by an internationally recognized courier service (such as FedEx, DHL, UPS, etc.) to the Party to whom the same is directed at the addresses set forth below or to such other address as a party may have specified by notice to the other Party.
If not otherwise specified, notice will be sent to the Partner at the address provided in the Partner Account, and to Datahash at YCBC-D22, Unit 909, Preatoni Tower, Cluster L, Jumeirah Lake Towers, Dubai, United Arab Emirates, gaurav@datahash.com | WHICH MEANS The Clause describes the process of how and where a Notice must be sent |
12. Independent Contractor. The Parties are independent contractors and nothing in this Agreement will in any way be construed to constitute either Party as a partner, joint venture, co-owner, employee, or agent of the other Party. Parties resell and refer the Datahash Services independently in their own name and on their own behalf and do not act as an intermediary or agent of Datahash. Both Parties warrant that they are not aware of any restriction, legal or otherwise, which would prevent it from entering into this Agreement. The Partner further warrants that the provision of the Datahash Services hereunder shall not cause a conflict with any other of their duties or obligations to any third party. | WHICH MEANS Both You and Datahash are independent contractors to each other. There is no relationship of agents, representatives or otherwise between You and Datahash. |
13. Successors and Assigns. Neither this Agreement, nor any rights or obligations in this Agreement, shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party. Any attempted assignment, by operation of law or otherwise, in violation of this provision, shall be ineffective. All obligations of the Parties herein shall be binding upon their respective successors or assigns. | WHICH MEANS Neither You nor Datahash can assign away or transfer this Agreement to any other third party without the other Party’s consent.
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14. Waiver. No waiver or breach of any term or condition of this Agreement shall operate as a waiver of any other breach of such term or condition, or of any other term or condition, nor shall any failure to enforce any provisions hereunder operate as a waiver of such provision or any other provision hereunder. | WHICH MEANS If a provision is not enforced by any Party or is breached, it does not mean that they are waiving their rights to enforce that provision in the future. |
15. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, except in those instances where removal or elimination of such invalid, illegal, or unenforceable provision or provisions would result in a failure of consideration under this Agreement, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. | WHICH MEANS If a provision in this Agreement isn’t enforceable for any reason, the rest of the Agreement will still be enforceable. |
16. Entire Agreement. This Agreement, including the Exhibits, guidelines and other documents linked or otherwise incorporated or referenced in this Agreement contains the entire Agreement between the parties relating to the subject matter hereof. All prior agreements and all prior negotiations, representations and communications relating to the same subject are superseded by this Agreement. | WHICH MEANS This Agreement and the documents and references it links to are the entire agreement governing the relationship between Datahash and Partner under the Partner Program, and it replaces any previous agreements. |
17. Term and Termination. The Term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms of this clause.
This Agreement may be terminated (i) at any time by a mutual written agreement between the parties, (ii) by Datahash at any time upon thirty (30) days’ written notice to the Partner, (iii) by either party with immediate effect if the other party is in material breach of its obligations hereunder and such breach continues uncured for a period of thirty (30) days after written notice to the defaulting party setting forth the default with specificity or (iv) if the other party makes a general assignment for the benefit of its creditors. | WHICH MEANS The clause specifies the duration of the Agreement and how it can be terminated. |
18. Governing Law and Jurisdiction. This Agreement shall be governed by, and its terms shall be construed under the laws of England and Wales. The Parties further agree that all disputes arising out of or in connection with this Agreement shall be resolved exclusively by the Courts of England and Wales. | WHICH MEANS This Agreement will be governed by the laws of England and Wales and any disputes thus arising will be resolved in the courts of England and Wales. |
Part B – Additional Terms Applicable to Referral Partners
This Part B contains terms applicable strictly to Referral Partners.
- DEFINITIONS
“Commissions” shall mean the Referral Fee payable to Referral Partner by Datahash in connection with a Consummated Transaction.
“Consummated Transaction” shall mean a valid and binding subscription agreement that is executed between Datahash and a Prospective End Customer within six (6) months following Datahash’s acceptance of a Prospective End Customer Lead.
“Prospective End Customer” shall mean an entity that Referral Partner refers to Datahash pursuant to terms of this Agreement.
“Referral Fee” shall mean the fee payable to Referral Partner by Datahash in connection with a Consummated Transaction.
“Subscription Fee Revenue” shall mean the fees actually paid to Datahash by Prospective End Customer for the first twelve (12) months of Prospective End Customer’s subscription to Datahash Services excluding any Add-on Sales. “Add-on Sales” shall mean additional purchases of Datahash’s Product Offerings made following Prospective End Customer’s initial purchase.
2. QUALIFICATION PROCESS Referral Partner shall only be eligible to receive a Referral Fee with respect to a Prospective End Customer if it meets the following requirements: a. Referral Partner shall submit Prospective End Customer Lead (“Lead”) to Datahash including but not limited to information related to the identity of the Prospective End Customer and a brief description of the nature of the opportunity. A Lead shall be deemed “accepted” upon Datahash’s notification to Referral Partner that such Lead has met the requirements set forth herein. Datahash shall notify Referral Partner via email, within ten (10) business days of submission of such a Lead; b. Referral Partner must have an established relationship with the Prospective End Customer and provide an introduction to Datahash that Datahash does not otherwise already have. Referral Partner must be actively involved in promoting the business relationship between the Prospective End Customer and Datahash; and c. Datahash and Prospective End Customer must enter into a Consummated Transaction. For the avoidance of doubt, such Consummated Transaction must be completed within six (6) months of Datahash’s acceptance of the Prospective End Customer Lead.
| WHICH MEANS This Clause describes the process of submitting a successful Prospective End Customer Lead and what must be done by the Referral Partner to be eligible to receive the Referral Fee. |
3. PAYMENT OF COMMISSION a. Subject to Referral Partner’s compliance with all terms and conditions of this Agreement, Datahash will pay the Referral Partner Commissions equal to i. 20% of Subscription Fee Revenue for Revenue less than or equal to $100,000/year, or ii. 25% of Subscription Fee Revenue for Revenue more than $100,000/year b. The Commissions are payable within thirty (30) days of Datahash receiving payment from the Prospective End Customer in connection with the Consummated Transaction. c. Referral Partner shall be responsible for all taxes, duties, VAT charges and similar taxes and fees which are levied or imposed by reason of Commissions paid to Referral Partner, including but not limited to taxes on Referral Partner’s income. d. Datahash may modify the lead submission process and the percentage amounts and conditions relating to commissions after extending a thirty (30) calendar days’ written notice. Such changes will only affect leads submitted after said thirty (30) day period.
| WHICH MEANS This Clause describes the amount of commission payable to the Referral Partner and how the same would be paid. |
Part C – Additional Terms Applicable to Reseller Partners
This Part C contains terms applicable strictly to Reseller Partners.
1. License. a. Datahash hereby grants to the Reseller a non-exclusive, non-transferable license to any part of software included in the Datahash Services during the Term – on the following fields of use: to promote, demonstrate, advertise, provide to end customers (either on a standalone basis or as a part of the software solution(s) offered by the Reseller) and distribute the Datahash Services and related documentation (the “Specifications”), or any component thereof, throughout the designated territory. b. Reseller shall not access Datahash Services in order to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Services. c. Reseller shall not (and shall not authorize any third party to) modify in any way, reverse-engineer, decompile, prepare a derivative work of, distribute, lease (either for charge or free of charge), translate, adapt, change setting, make any other changes, use, or copy or otherwise reproduce in any form, any Datahash Services or Specifications, d. For the avoidance of doubt, the license granted in this Clause is for resale-related purposes only. | WHICH MEANS This Clause states that a non-exclusive and non-transferable license to the Datahash Services is granted to the Reseller for the duration of this Agreement. This license must be used only for the purpose of this Agreement.
The Reseller must not use this license to build a competitive product or modify the license in any way to harm Datahash. |
2. End User License. Each end user license agreement for Datahash Services (an “End User License”) for each End User (Clients of the Reseller) shall be concluded between Datahash and the End User during the onboarding of an end-customer through an online click-through in the Datahash dashboard, which End User must accept. If the Reseller is configuring Datahash on behalf of the End Users, the Reseller assumes the responsibility of having adequate permissions for the same. The End User License terms are available at https://www.datahash.com/terms/. The terms of the End User License may be subject to change by Datahash, and Datahash shall use commercially reasonable efforts (but without any obligation of Datahash) to provide prior written notice to Reseller of any changes. Reseller shall make no representations or warranties concerning Datahash or the Datahash Services that are not set forth in the Specifications or the End User License.
| WHICH MEANS This Clause elaborates how the End User License will be granted to the End User and also states the terms that will be applicable on the End User. |
3. Software Support Services. Reseller may provide support services to End Users. For the benefit of an End User only and when the Reseller deems it appropriate (acting in his own discretion), Reseller may provide “first line” support to the End User, which shall mean (i) logging cases via the Datahash support portal and email; (ii) initial investigation into logged cases; and (iii) attempted resolution based upon the Specifications and any instruction provided by Datahash.
Under no circumstances shall Reseller modify any object code or source code of the Datahash Services, change the configuration of the servers or other infrastructure relied upon by the Datahash Services, or perform any maintenance related to the Datahash Services, including but not limited to installation of any software or hardware upgrades. If Reseller is unsure of how to resolve any logged case or if any logged case requires the supervision of, or performance by, Datahash, Reseller shall refer such logged case to Datahash.
| WHICH MEANS This Clause states that Reseller may provide support services to End Users for the benefits of the End User.
Reseller can contact Datahash in case of any doubt, but it must make any structural modifications to the Datahash Services. |
4. Pricing and Discounted Pricing a. Datahash Services Pricing. The current prices for the Datahash Services are available on request. Datahash shall give Reseller 90 days’ notice of any changes in pricing. Notwithstanding the foregoing, Datahash may make pricing changes effective against any purchaser of the Datahash Services immediately, however Datahash shall continue to offer the Reseller the previous pricing for 90 days’ after notice is given to Reseller. Notwithstanding the foregoing, Datahash reserves the right to increase any amounts due as a result of overages incurred by an End User.
b. Discounted Pricing. Reseller shall be eligible to purchase the Datahash Services at a discount from the plans and prices then in effect as per the specific tier the Reseller may be eligible for.
c. Discretionary Assistance. If Reseller provides written notification to Datahash that it is in discussions with a prospective End User of the Datahash Services (the “Reseller Notice”), Datahash may, in its sole discretion, assist Reseller in procuring such prospective End User as a client of Reseller, including if such prospective End User subsequently contacts Datahash directly to purchase Datahash Services. Under no circumstances shall Datahash have any obligation to provide such assistance to Reseller, nor shall Datahash provide any such assistance if (i) such prospective End User directly contacted Datahash prior to receipt of the Reseller Notice, or (ii) another reseller, referrer, or other partner of Datahash notified Datahash that it was in discussions with such prospective End User prior to Datahash’s receipt of the Reseller Notice.
d. Purchase and Invoicing. The Reseller will have access to an online dashboard through which reseller will be able to purchase additional projects and corresponding plans for End Customers. Datahash does not require any issuance of Purchase Orders. Reseller agrees that the purchases made through the online dashboard will be considered payable from the first date of the month of purchase and Datahash shall issue an invoice to Reseller accordingly. Invoices shall be payable within fifteen (15) days of issuance of the invoice and may be paid by bank transferor credit card payment through a link generated and shared by Datahash. The Parties agree that payment is considered to be timely, duly, and fully paid upon effectively crediting the bank account of Datahash.
e. Taxes, Duties, Tariffs etc. With the sole exception of taxes based on Datahash’s net income, Reseller shall pay all sales, use, excise, value added or other taxes that may arise out of Reseller’s distribution or resale of Datahash Services to the maximum extent permitted by the provisions of applicable law. All duties, tariffs, landing charges, taxes and other fees and charges incurred in connection with the importation of the Datahash Services and Specifications shall be borne and paid by Reseller, and all import and export licenses or permits from governmental agencies, necessary in connection with the exportation of the Datahash Services and Specifications or importation of the Datahash Services and Specifications shall be obtained by Reseller, at its own expense. Datahash shall extend commercially reasonable cooperation and assistance to Reseller in obtaining all necessary licenses and permits.
| WHICH MEANS This Clause describes how the pricing for the Datahash Services are structured and how purchases can be made by the Reseller. |
