ATTENTION. PARTNER SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON PARTNER ONCE PARTNER CLICKS THE “I AGREE” BUTTON ON THE PREFERRED PARTNER APPLICATION FORM. BY CLICKING THE “I AGREE” BUTTON YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN INSTAPAGE’S AGENCY CHANNEL PROGRAM.
INSTAPAGE AGENCY CHANNEL PROGRAM – TERMS AND CONDITIONS
These Agency Channel Program Terms and Conditions (the “Agreement”) set forth the terms of participation in the Agency Channel Program of Instapage Inc., hereinafter referred to as “Instapage” or the “Company”.
A participant in the Instapage Agency Channel Program is hereinafter referred to as “Partner” or “you”.
This agreement contains the terms and conditions that apply to the Partner’s participation in the Instapage Agency Channel Program (the “Program” or “Agency Channel Program”).
Carefully read these terms and conditions, which represent a legally binding agreement between Instapage and you. You must agree and accept the terms of this Agreement in order to become an Instapage Partner.
By signing this Agreement, you agree to become a Partner in the Instapage Agency Channel Program and certify that (A) you have read this Agreement and understand all of its contents; and (B) you agree to be bound by all of the terms and conditions of this Agreement, including without limitation, all documents, policies and procedures incorporated herein by reference and any possible future amendment thereof or additions there to; and (C) you have no conflict or other restriction in entering or performing this Agreement or any part thereof, including receipt of all the applicable approvals required under the applicable law for the performance of this Agreement by you.
Violation of any of the terms of this Agreement or any other document incorporated into this Agreement by reference will result in the immediate termination of your participation in the Program, without any need to inform you in writing, and for forfeiture of any outstanding Partner Commission payments earned during the violation. You agree to participate in the Program at your own risk and expense.
For purposes of this Agreement, the following terms shall have the following meanings:
2.1. “Approved Registered Lead” is a Registered Lead that is approved by Instapage based on the review described in Section 3.2 below.
2.2. “Channel Partnership” is the relationship between Instapage and the Partner during the Channel Partnership Term.
2.3. “Channel Partnership Term” is the time during which the Agreement is in effect in accordance with the provisions in Section 5.
2.4. “Demo” means a meeting with a potential customer, who has expressed interest in purchasing the Instapage Enterprise Plan, to walk them through how it works, answer any questions, and gather all information needed to create a Proposal.
2.5. “Enterprise Plan” is the custom plan offered as the Enterprise plan by Instapage.
2.6. “Instapage Marks” means, without limitation, Instapage trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to the Company’s business.
2.7. “Instapage Site” or “Site” means www.instapage.com, and/or any other website owned by or as may be added by the Company, in its sole and absolute discretion, from time to time.
2.8. “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
2.9. “Lead Registration” is the process of registering a Partner customer who is interested in purchasing the Instapage Enterprise Plan, through the Registration Page.
2.10. “License” has the meaning ascribed to it in Section 3.3 herein.
2.11. “Partner Commission” or “Commission” or “Channel Commission” means the approved and undisputed amount due and payable one time only to a Partner in accordance with Appendix 1.
2.12. “Partner Site” means websites owned, controlled or used by a Partner.
2.13. “Partner Term” means the term of the activity of a Partner as a participant in the Program commencing upon approval of Partner’s participation and ending according to the provisions of Section 11 below.
2.14. “Proposal” means a customized Enterprise Plan that was created for a specific potential customer based on information gathered during the Demo.
2.15. “Referral Customer” means a potential customer that went through the Referral Process, became a Registered Lead, and eventually purchased the Instapage Enterprise Plan. A customer that: (i) cancelled before the first payment; or (ii) did not duly and fully make their payments will not be considered as a Referral Customer.
2.16. “Referral Process” means the Partner had initial discovery conversations with the client and then submitted the client as a Registered Lead without doing a Demo.
2.17. “Registered Lead” means a completed form submission on the Registration Page with information about a client of the Partner’s, who is interested in purchasing the Instapage Enterprise Plan.
2.18. “Registration Page” means a dedicated post-click landing page provided by the Company to the Partner where Partner can submit their client as a Registered Lead.
2.19. “Reseller Customer” means a potential customer that went through the Reseller Process, became a Registered Lead, and eventually purchased the Instapage Enterprise Plan. A customer that: (i) cancelled before the first payment; or (ii) did not duly and fully make their payments will not be considered as a Reseller Customer.
2.20. “Reseller Process” means the Partner had initial discovery conversations with the client, showed them a Demo, then submitted the client as a Registered Lead, and worked with the Instapage sales representative to create a Proposal for the client.
2.21. “Special Sale Terms” means such special discounts or other special benefits which Instapage may determine to apply to certain deals.
3. Tracking and Eligibility.
3.1. To perform accurate tracking, reporting, and Channel Commission payout, Instapage will provide the Partner with a dedicated Registration Page to submit its Registered Leads. The Partner must submit Registered Leads through the Registration Page to be eligible for Commission payouts.
3.2. On receipt of a Registered Lead, Instapage will validate the lead to make sure that the Company has not had any prior conversations with the Registered Lead. A Registered Lead that has been in conversations with our Sales team will not be eligible for any Commission payout.
3.3. Instapage hereby grants to the Partner a non-exclusive, non-transferable, limited license to use the Instapage Marks for promotional purposes, to be used with prior approval from Instapage. Instapage will provide the Partner with the necessary information to allow the Partner to make appropriate promotional content on the Partner Site. All instances of the usage of Instapage Marks will have to be approved by Instapage in advance. The rights described herein shall expire upon the expiration or termination of the Channel Partnership Term.
3.4. Partner agrees not to use the Agency Channel Program to earn a commission on their own account or on any customer account for which the Partner is directly employed by or has a direct stake in, judged at the sole and absolute discretion of Instapage.
3.5. The Agency Channel Program will pay Commissions only for customers that are active clients of the Partner. An invoice that is dated within 6 months prior to the date of Lead Registration may be required as a proof of client relationship.
4. Instapage Pricing, Transactions Processing and Services Policies.
4.1. Instapage will engage in the sales process with Approved Registered Leads, to convert them into an Enterprise Plan customer.
4.2. Instapage reserves the right to refuse to sell to Approved Registered Leads at any point if the Approved Registered Lead engages in business practices not approved by Instapage.
4.3. Instapage will be responsible for all aspects of pricing, contract processing and fulfillment.
4.4. Instapage will track purchases generated by Registered Leads that are submitted by the Partner through the Registration Page, based on the information provided by the Partner. The Partner shall ensure accurate information is provided during Lead Registration.
4.5. Instapage may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, Instapage will determine the prices to be charged for services in accordance with Instapage’s own pricing policies. The Partner shall not discuss pricing information with its clients outside of the Proposal.
5. Channel Partnership Term and Termination.
5.1. The term of the Partner’s participation in the Channel Partnership shall commence on the date specified in the Agreement that is signed by the Company and the Partner.
5.2. Either party may terminate Agreement at any time, with or without cause, with a written notice to the other via email.
5.3. Subject to Section 5.4 herein, termination of the Channel Partnership will result in the immediate termination of all activities specified in the Agreement, and the forfeiture and relinquishment of all Partner Commissions for payments made after the termination.
5.4. Subject to the provisions of Appendix 1, and except as stated otherwise, upon termination of the Channel Partnership, Partner will be entitled to receive Partner Commissions accrued during the Term of this Agreement.
5.5. In the event of a material breach of this Agreement by Partner, Instapage may, at its sole and absolute discretion, terminate the Channel Partnership Term immediately, without prior notification, and the Partner will not be entitled to receive any unpaid Partner Commissions, which may have accrued prior to such termination.
5.6. Upon the termination of the Channel Partnership Term for any reason, the Partner shall promptly remove all content featuring Instapage Marks from Partner Site or any other communication means used by the Partner. The Partner will immediately cease use of, and remove from Partner Site, all of Partner Marks, and all other materials provided by or on behalf of Partner to the Partner pursuant hereto or in connection with the Program.
5.7. Any provisions of this Agreement that by their express terms do, or by their nature should survive termination of Channel Partnership Term, shall continue to be in force despite the termination of the channel Partnership Term.
6. Confidentiality, General Provisions, Responsibilities of the Partner, Representations and Warranties.
6.1. Instapage may disclose to the Partner certain information as a result of the Partner’s participation in the Channel Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to: (i) any modifications to the terms and provisions of the Program made specifically for the Partner or Partner Site and not generally available to other customers; as well as (ii) price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to the Company or the Company’s services. Confidential Information shall also include any information that Instapage designates as confidential during the term of this Agreement. Confidential Information shall not include information which is: (a) previously known to Partner without obligation of confidence or without breach of this Agreement; (b) which is publicly disclosed (other than by the Partner) either prior or subsequent to the Partner’s receipt of such information; or (c) required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.
6.2. Partner shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Instapage’s prior written consent.
6.3. Partner hereby warrants and represents that he/she is over the age of eighteen (18) and in all respects Partner is qualified and competent to enter into this agreement.
6.4. Partner will provide accurate and complete details regarding his/its identity and personal details such as: email address or other required information.
6.5. Partner will be solely responsible for the development, operation, and maintenance of Partner Site and Partner’s activities and for all materials related thereto. Partner will indemnify and hold Partner harmless from all claims, damages and expenses incurred by Instapage due to any third party claims relating to the development, operation, maintenance, manner and contents of the Partner Site or Partner activities, as well as for any breach of this Agreement by Partner.
6.6. Partner hereby represents and warrants to Instapage that materials posted on their Partner Site do not violate or infringe upon the rights of any third party, and that materials posted on their Partner Site are not libelous or otherwise illegal nor may cause the Partner to violate any of its representations and obligations under this Agreement. Instapage disclaims all liability for all such matters.
6.7. As a condition to Partner’s participation in the Program, the Partner hereby represents and warrants that during the term of this Agreement, the Partner will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to the Partner, whether those laws are now in effect or later come into effect during the term of this Agreement.
6.8. This Agreement has been duly and validly executed and delivered by the Partner (by acceptance of its terms) and constitutes the Partner’s legal, valid, and binding obligation, enforceable against the Partner in accordance with the terms contained herein.
6.9. The execution, delivery, and the performance by the Partner of duties pursuant to this Agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to the extent applicable; any order, judgment, or decree applicable or binding upon the Partner’s assets or properties; any provision of Partner’s by-laws or certificate of incorporation, or any agreement or other instrument applicable to Partner or binding upon Partners assets or properties.
6.10. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by the Partner in connection with the execution, delivery, and performance of this Agreement or the taking by the Partner of any other action hereunder.
6.11. To the best of the Partner’s knowledge, there is no pending or threatened claim, action, or proceeding against them, or any Partner thereof, with respect to the execution, delivery, or consummation of this Agreement, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
6.12. Partner understands that Instapage may at any time (directly or indirectly) solicit customer channels on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Partner Site.
6.13. Instapage has the right, in its sole discretion, to monitor the Partner Site at any time and from time to time to determine if the Partner is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Instapage.
7. Relationship of Parties.
7.1. Instapage and the Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
7.2. The Partner will have no authority to make or accept any offers or representations on the behalf of Instapage. The Partner will not make any statement, whether on their Partner Site or otherwise, that reasonably would contradict anything in this Agreement.
8.1. Instapage makes no express or implied warranties or representations with respect to the Agreement, the Program, and the information to be delivered pursuant hereto. Including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, trade usage or fitness for a particular purpose.
8.2 Instapage makes no representation as to any of the information found on the Instapage Site. The materials on the Instapage Site and for the Partner Sites are provided “As Is” without any express or implied warranty of any kind. Instapage does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained on the Instapage Site. Any of the information offered on the Instapage Site may change at any time without notice.
8.3. Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Partner or anyone claiming through the Partner, the Partner assumes the entire cost and responsibility for them.
8.4. The Partner will indemnify and hold harmless Instapage, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s Commissions) arising, directly or indirectly, in connection with Partner’s operations or website or out of any disputes between Partner and any other party relating to this Agreement or the participation in the Program, the Site(s) or to services provided by Instapage.
9. Limitations of Liability.
9.1. Under no circumstances shall Instapage, its subsidiaries, officers, directors, employees or suppliers be held liable for any direct or indirect damages and/or losses, to the Partner, User, and/or other third party that may arise due to “downtime” and/or availability of the Instapage Site or the Program. Moreover, Instapage and its subsidiaries, officers, directors, employees or suppliers shall not be held liable for any losses of any kind that may result due to downtime in the program and/or any other third party’s downtime.
9.2. Notwithstanding anything to the contrary contained in this Agreement, Instapage, its subsidiaries, officers, directors, employees or suppliers will not be liable to the Partner with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, punitive or exemplary damages (including, without limitation, loss of goodwill or actual or anticipated revenue, profits or lost business), even if Instapage, its subsidiaries, officers, directors, employees or suppliers have been advised of the possibility of such damages.
10.1. Instapage may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. Notice of any change by e-mail, to the Partner’s address as provided to Instapage, or the posting on Instapage’s Site of a change notice or a new agreement, is considered sufficient notice to the Partner of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Partner Commissions, payment procedures and schedules, and Channel Program rules.
10.2. Notwithstanding the foregoing Section 10.1, the Partner Terms of Service, including the Commission rates, may be altered, modified or changed by Instapage, from time to time, in its sole and absolute discretion, provided that Instapage will notify Partner of such change of the Commissions. Partner Commissions earned prior to such change will be paid according to the conditions in effect prior to such changes. Partner Commissions earned after such change is in effect will be paid according to the new conditions of the amended Commissions effective date at which the payment has been made.
10.3. If any modification is unacceptable to the Partner, their sole recourse shall be to terminate this Agreement by emailing email@example.com of their termination, which termination shall be effective immediately. The Partner’s continued participation in the Program following posting of a change notice or a new agreement on the Instapage Site will constitute a binding acceptance of such change.
Commission Terms for Instapage Agency Channel Program: Effective as of April 1, 2019
For every Approved Registered Lead submitted by the Partner that becomes a Reseller Customer, Company will pay the Partner 40% of the first payment (minus setup fees and professional services fees) made by the Reseller Customer, and 10% of all subsequent payments as Commission, during the duration of the Channel Partnership Term. Commission payments will be made approximately 30 days after payment is received by Company from the Reseller Customer.
For every Approved Registered Lead submitted by the Partner that becomes a Referral Customer, Company will pay the Partner 30% of the first payment made by the Referral Customer, and 10% of all subsequent payments as Commission, during the duration of the Channel Partnership Term. Commission payments will be made approximately 30 days after payment is received from the Referral Customer.
If a payment by a Referral Customer or Reseller Customer is refunded or credited towards future payments for any reason, Partner agrees that the Commission associated with that payment will be refunded to Company within 30 days of its receipt of notice of such refund or credit.
Any questions about this Terms of Service should be addressed to: firstname.lastname@example.org