Rapid Response System, LLC Partner Program Agreement
Last modified: October 13, 2022
This Rapid Response System, LLC Partner Program Agreement (“CPPA”) and the Program Policies referenced herein (collectively, the “Agreement”) governs your participation in the Rapid Response System, LLC Partner Program and access to the Partner Community. By accepting this CPPA, either by clicking through our online acceptance process or affixing your signature to this CPPA, you agree to the terms of the Agreement. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. You and Rapid Response System, LLC (“Rapid Response System, LLC”) are each a “Party” and collectively “Parties” to the Agreement.
Irrespective of any actual access granted by Rapid Response System, LLC or your agreement with the CPPA, you may not access the Partner Community or participate in the Partner Program (i) if you are or become a competitor of Rapid Response System, LLC or (ii) for purposes of monitoring Rapid Response System, LLC or its services, their performance or functionality, or for any other benchmarking or competitive purposes.
We periodically update these terms. We might also replace these terms in their entirety if, for example, the Partner Program ends or becomes part of another partner program. If we update or replace the terms, we will let you know by email or via an in-app notification in your portal. If you don’t agree with the update or replacement, you can choose to terminate as we describe below.
Definitions
“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.
“Beta Services” means Services or functionality that may be made available to Customer or Partner to try at its option at no additional charge which is clearly designated as beta, pilot, developer preview, evaluation, or by a similar description.
“Content” means information obtained by Rapid Response System, LLC from publicly available sources or its third-party content providers and made available to Customer or Partner through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means an individual or entity (including its Affiliates) that has entered into a Subscription Agreement with Rapid Response System, LLC and one or more Order Form(s) to purchase Services.
“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-Rapid Response System, LLC Applications.
“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via https://howto.Rapid Response System, LLC.com or by login to the applicable Service.
“Effective Date” of this Agreement will be the date on which Partner accepts this Agreement as set forth above.
“Non-Rapid Response System, LLC Application” means a web-based, mobile, offline, or other software application/functionality that is provided by Customer, Partner or a third party and interoperates with a Service, e.g., an application that is developed by or for Customer or Partner and is listed on an online directory, catalog or marketplace of applications that interoperate with the Services.
“Order Form” means, depending on the context in which it is used herein:
(i) the ordering documents that are entered into between Partner and Rapid Response System, LLC from time to time to effect Partner’s payment of Program Fees associated with its participation in the Partner Program or receipt of certain additional Program Benefits, including any addenda to such ordering documents; Order Forms submitted by Partner shall be deemed incorporated herein by reference; or
(ii) ordering documents or online order specifying the Services to be provided to a Customer and associated with a Customer’s purchase of Services from Rapid Response System, LLC.
“Participation Qualifications” means the Program Type requirements set forth in the applicable Program Type’s Program Policies.
“Partner” means a company or other legal entity, or an individual acting on their own behalf, who has agreed to this Agreement.
“Partner Community” means the Rapid Response System, LLC Partner Portal, Partner Forum, as well as any application made available to Partners for sharing knowledge or registering or sharing leads or deals.
“Partner Program” means, collectively, the Program Benefits and rights and obligations of Partner and Rapid Response System, LLC that are associated with the Program Types described in the Program Policies. Reseller relationships between Rapid Response System, LLC and Partners will also be governed by this agreement.
“Partner Services” means the online, web-based applications and platform to facilitate Partner’s partner relationship with Rapid Response System, LLC and available via https://www.Rapid Response System, LLC.com and/or other designated websites, that are provided to Partner in accordance with this Agreement and/or Partner’s participation in a Program Type, including associated offline components, but excluding any Non-Rapid Response System, LLC Applications. Partner Services includes the Partner Community and Partner training resources.
“Partner Tier” means Partner’s level in certain Program Types. Partner Tiers are described more fully in the Program Policies and are subject to change from time to time.
“Partner User” shall mean an individual who is authorized by Partner to use the Services or Partner Services, and to whom Partner (or Rapid Response System, LLC at Partner’s request) has supplied a user with access credentials. Partner Users may include, for example, employees, consultants, contractors, and agents of Partner, and third parties with which Partner transacts business.
“Program Benefits” means the materials and/or services that may be provided as part of Partner’s participation in a Program Type. Certain Program Benefits may be subject to payment of additional fees.
“Program Fees” means collectively, any fees that Partner must pay Rapid Response System, LLC for participation in a Program Type, or for Program Benefits, as further described in the Program Policies.
“Program Policies” means the terms describing the Partner Program, Program Types, Partner Tiers, Program Benefits, and other policies governing Partner’s participation in the Partner Program, as set forth here.
“Program Type” means a category or sub-category of the Partner Program that has a particular scope and set of Program Benefits, as set forth in this CPPA and the Program Policies. Program Types may have multiple Partner Tiers.
“Services” means the products and services that are ordered by Customer under an Order Form (or otherwise provided to Partner in accordance with this Agreement) and made available online by Rapid Response System, LLC, including associated Rapid Response System, LLC offline or mobile components, as described in the Documentation. Services exclude Content and Non-Rapid Response System, LLC Applications.
“Terms of Service” means terms and conditions located at https://www.Rapid Response System, LLC.com/Rapid Response System, LLC-bridge-terms-of-service/, as modified from time to time.
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Program Overview
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Enrollment. To participate in the Partner Program, Partner must be enrolled in a Program Type by meeting the associated Participation Qualifications and being accepted for the applicable Program Type by Rapid Response System, LLC.
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Fees. Participation in the Partner Program, including assignment to certain Partner Types and Partner Tiers or the receipt of certain Program Benefits, may be subject to non-cancelable and non-refundable Program Fees.
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Partner Affiliates. Partner Affiliates may hold themselves out as Partners of Rapid Response System, LLC solely as expressly permitted pursuant to the Program Policies for such Partner Program, and only for the purposes of such Partner Program, subject to Partner’s obligations with respect to the disclosure of third parties in Section 2.5 below (Disclosure of Third Parties). Partner shall ensure that any Partner Affiliate holding itself out as a Partner of Rapid Response System, LLC complies with the terms of this CPPA and first reviews and signs all the relevant agreements and receives Rapid Response System, LLC’s written approval. Participation by Partner Affiliates in this manner may be denied or revoked at any time by Rapid Response System, LLC in its sole discretion. Alternatively, each Partner Affiliate that desires to be a member of the Partner Program must separately agree to this Agreement and take such other steps to enroll in the applicable Program Type as are specified in the Program Policies.
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Opt-in to Marketing. Partner’s participation in the Partner Program will serve as an opt-in to receive Rapid Response System, LLC’s marketing communications. Partner will be presumed to have provided appropriate notices and have obtained appropriate consents, if required, from any persons or Partner Users who are signed up to the Partner Program on Partner’s behalf. Partner may elect to opt-out from receiving Rapid Response System, LLC’s marketing materials by contacting Rapid Response System, LLC directly, by accessing our unsubscribe page, or by clicking on the “unsubscribe” link located at the bottom of our marketing emails.
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Partner-Sponsored Co-Marketing Activities and Expenses. Partner may not sponsor and will not be reimbursed for any co-marketing activities or events without Rapid Response System, LLC’s advance written approval.
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Compliance
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Compliance with Laws.
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Compliance with Applicable Laws. In connection with this Agreement, Partner shall comply, and shall ensure its employees, officers, directors, and any third parties performing activities on Partner’s behalf comply, with all applicable laws and regulations, including, without limitation, trademark and copyright laws and ICANN policies and procedures governing domain names (“Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Rapid Response System, LLC, Customers, the Services, or to the public. Rapid Response System, LLC shall comply with Applicable Laws that are applicable to Rapid Response System, LLC generally (i.e., without regard to Partner’s and/or any Customer’s particular use of the Services or Partner Services) in its performance of its obligations hereunder.
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Compliance with Anti-Corruption Laws. Without limiting Section 2.1.1 above, in connection with the Agreement, Partner, and all employees, officers, and directors, and any third parties working for Partner or performing activities on Partner’s behalf, (a) will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other applicable anti-corruption laws and regulations (collectively, the “Anti-Corruption Laws”); and (b) shall keep accurate books, accounts, and records. It is the intent of the Parties that no payments or transfers of anything of value shall be made in connection with this Agreement that have the purpose or effect of public, commercial, or other bribery, or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
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Consequences of Violation. Rapid Response System, LLC may terminate or suspend this Agreement immediately without any liability to Partner: (a) upon any violation by Partner of this Section 2; or (b) circumstances causing Rapid Response System, LLC to believe, in good faith, that Partner, or any of its owners, directors, employees, or third parties (including sub-contractors, sub-distributors, integrators, or other third parties), has engaged in illegal conduct or unethical business practices, including any potential violations of the Anti-Corruption Laws. Termination or suspension by Rapid Response System, LLC under this section shall be in addition to, and not in lieu of, Rapid Response System, LLC’s other legal rights and remedies. If Rapid Response System, LLC terminates or suspends the Agreement under this section, Rapid Response System, LLC may suspend or withhold any payments to Partner hereunder. Rapid Response System, LLC will not be liable for any claims, losses, or damages arising from or related to failure of Partner to comply with the Anti-Corruption Laws or this Agreement or related to the termination or suspension of this Agreement under this clause, and Partner will indemnify and hold Rapid Response System, LLC harmless against any such claims, losses, or damages.
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Training. Partner will provide training and information to its officers, directors, employees, and any third parties utilized by Partner in connection with performance of this Agreement as necessary to ensure full compliance with the Anti-Corruption Laws and any other applicable laws and any obligations set forth in this Section 2.
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Reporting Potential Violations. Partner agrees that it shall promptly inform Rapid Response System, LLC’s Legal Department (legal@Rapid Response System, LLC.com) in writing should it or any of its officers, directors, or employees learn of, or suspect, any act or circumstance that may violate applicable laws in connection with this Agreement.
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Disclosure of Third Parties. Partner shall not use any Affiliate, third-party subcontractor, consultant, agent, or other intermediary in connection with the performance of lead generation and referral activities hereunder or in connection with the resale of Rapid Response System, LLC Services to government entities without prior review and approval by Rapid Response System, LLC. To request Rapid Response System, LLC’s review and approval, include details of the foregoing in the documentation requested by Rapid Response System, LLC at the time of Partner onboarding. Rapid Response System, LLC will have the authority to accept or reject any proposed third party.
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Export Compliance. Rapid Response System, LLC and Partner each represents that it is not named on any U.S. government denied-parties list. Partner shall not access or use any Partner Services, Program Benefits or Confidential Information in a U.S.-embargoed country or region or in violation of any U.S. export law or governmental regulation.
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Services, Compliance and Technical Training
Partner’s sales representatives shall be reasonably capable of effectively delivering Rapid Response System, LLC’s value proposition and must be generally knowledgeable about the Services and their interfaces, advantages, and high-level functionality. Other requirements regarding Partner Services, compliance and technical training vary by Program Type, and are described in the Program Policies.
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Intellectual Property Ownership
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Technology. Subject to the limited licenses and rights set forth in this Agreement, nothing in this Agreement transfers or assigns to Partner any of Rapid Response System, LLC’s intellectual property or other proprietary rights in its technology, products, or services (“Rapid Response System, LLC’s Property”).
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Partner Trademark License. Partner grants Rapid Response System, LLC a nonexclusive, nontransferable, non sublicenseable, royalty-free license to use, for the purpose of identifying and promoting Partner’s participation in Rapid Response System, LLC’s Partner Programs and in connection with Rapid Response System, LLC’s rights, duties and obligations under this Agreement, Partner’s marks including Partner’s company name, and, if applicable, Partner Directory publisher name and any Directory listing names, and any other marks or logos associated with or otherwise used by Partner within the Rapid Response System, LLC ecosystem (“Partner’s Marks”). Partner may withdraw its approval of any use of the Partner’s Marks at any time in its sole discretion upon written notice to Rapid Response System, LLC sent in accordance with Section 16.1 below, provided that no such withdrawal will require the recall of any previously published or distributed materials.
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Competitive Applications. Subject to the Parties’ respective rights and obligations under this Agreement, each Party acknowledges that the other Party and/or other parties may develop and publish applications that are similar to or otherwise compete with the Services or other applications, products and services of the first Party.
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Restrictions
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Restrictions on Use of the Partner Services. Partner is responsible for all activities that occur in Partner User accounts, and for its and Partner Users’ compliance with this Agreement. Except as permitted elsewhere in this Agreement, in no event shall Partner (a) sell, resell, license, sublicense, distribute, make available, rent or lease or otherwise commercially exploit to any third party the Partner Services in any way; (b) use the Partner Services or a Non-Rapid Response System, LLC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Partner Services or a Non-Rapid Response System, LLC Application to send or store any code, files, scripts, agents or programs intended to do harm, including, e.g., viruses, worms, time bombs and Trojan horses; (d) modify or make derivative works based upon the Partner Services; (e) create Internet “links” to the Services or Partner Services, or “frame” or “mirror” them; (f) permit direct or indirect access to or use of any Services or Partner Services in a way that circumvents a contractual usage limit, or use any of the Partner Services to access or use any of our intellectual property; (g) interfere with or disrupt the integrity of performance of the Partner Services or the data contained therein; (h) access Partner Services in order to build a competitive product or service or to benchmark with a non-Rapid Response System, LLC product or service or reverse engineer the Partner Services; (i) share data or content from the Partner Services with Rapid Response System, LLC competitors; (j) attempt to gain unauthorized access to any Partner Services or Content or related systems or networks; (k) copy Partner Services or any part, feature, function or user interface thereof or (l) recruit or market directly to other Partner users using data, content or contact information obtained through the Partner Community. Partner User subscriptions cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Partner Services under this Agreement. Partner’s or a Partner User’s intentional violation of any of the foregoing, or any use of the Partner Services otherwise in breach of this Agreement by Partner or Partner’s Users that in Rapid Response System, LLC’s judgment imminently threatens the security, integrity, or availability of Rapid Response System, LLC’s services, may result in Rapid Response System, LLC’s immediate suspension of the Partner Services.
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Restrictions on use of the Services. Partner’s use of any Services provided to Partner in connection with Partner’s activities hereunder is governed by the terms of Rapid Response System, LLC’s Terms of Service Agreement.
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Additional Restrictions. Without affecting any other restrictions set forth in this CPPA, Partner’s use of any Program Benefits, including Rapid Response System, LLC’s Property provided to Partner hereunder, is subject to additional restrictions. Specifically, Partner may not: (a) remove or modify any notice of Rapid Response System, LLC’s or Rapid Response System, LLC’s licensors’ proprietary rights; (b) use Rapid Response System, LLC’s Property in a manner that misrepresents Partner’s relationship with Rapid Response System, LLC or is otherwise misleading or that reflects negatively on Rapid Response System, LLC or may harm Rapid Response System, LLC’s rights therein; (c) modify in any way any of Rapid Response System, LLC’s trademarks and/or associated logos (e.g., by inserting Partner’s company or brand name inside Rapid Response System, LLC’s proprietary logo OR by co-branding products or services by blending Rapid Response System, LLC’s corporate logo with Partner’s corporate logo); or (d) use the Services, Partner Community, Partner Directory or Rapid Response System, LLC Property in violation of Rapid Response System, LLC’s Terms of Service Agreement and Privacy Statement as may be updated from time to time.
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Warranties; Disclaimers and Remedies
EXCEPT AS EXPRESSLY SET FORTH HEREIN, RAPID RESPONSE SYSTEM, LLC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SERVICES, THE PARTNER PROGRAM (INCLUDING THE PARTNER SERVICES, PARTNER COMMUNITY, PARTNER DIRECTORY AND PROGRAM BENEFITS), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND RAPID RESPONSE SYSTEM, LLC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING. ALL CONTENT AND BETA SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. IN NO EVENT WILL RAPID RESPONSE SYSTEM, LLC BE LIABLE TO PARTNER (OR TO ANY INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER) FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE SERVICES, THE PARTNER SERVICES OR ANY OTHER RAPID RESPONSE SYSTEM, LLC PRODUCT OR SERVICE, MADE AVAILABLE, ACCESSED OR USED AS PART OF PARTNER’S PARTICIPATION IN THE PARTNER PROGRAM.
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Relationship of the Parties
Other than as explicitly set forth in this Agreement, no partnership, franchise, joint venture, agency, fiduciary, or employment relationship is created or exists between Partner and Rapid Response System, LLC, notwithstanding the use of the term “partner” in this Agreement. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, nor to represent the other Party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this CPPA. Partner shall not make any proposals, warranties, or representations in Rapid Response System, LLC’s name.
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Services Feedback
Partner grants Rapid Response System, LLC a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicenseable license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction, or other Partner feedback.
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Term, Termination & Renewal
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Term. This Agreement starts on the Effective Date and shall remain in effect unless terminated as set forth herein, provided that if Partner joins a Partner Program(s) and its participation in all such Partner Programs terminates, this Agreement shall automatically terminate as of the end date of its participation in the last Partner Program.
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Termination for Cause. Either Party may immediately terminate this CPPA upon written notice to the other Party if (a) the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (b) the other Party publicly announces (including by reporting it in SEC filings) that it has reached agreement to acquire or be acquired by the terminating Party’s competitor, (c) the other Party breaches its confidentiality obligations under this CPPA or infringes or misappropriates the terminating Party’s intellectual property rights, (d) it determines that the other Party’s actions or statements creates a risk of harm to the terminating Party’s reputation or customer relationships, (e) the other Party has committed fraud or misrepresentation with respect to entering into and/or the performance of this Agreement, (f) a Party has reason to believe that the other Party has engaged in illegal conduct or unethical business practices, or (g) the other Party has violated Section 2 above including, in the case of Rapid Response System, LLC, Partner’s violating Rapid Response System, LLC’s rights under trademark and copyright laws and/or ICANN policies and procedures governing domain names. Subject to the foregoing, either Party may terminate this CPPA upon thirty (30) days’ written notice to the other Party of such other Party’s material breach if the breach is not cured during that period. Rapid Response System, LLC may suspend Partner’s assigned Program Type Program Benefits during any period in which Partner is in breach of this Agreement, including its payment obligations. Termination of this CPPA for cause shall be in addition to, and not in lieu of either Party’s other legal rights or remedies.
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Termination for Convenience. Subject to Section 9.4 below, either Party may terminate this CPPA for convenience upon thirty (30) days’ written notice to the other Party.
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Effect of Termination. Upon termination or expiration of this CPPA, Partner shall cease to be a participant in the Partner Program and all of Partner’s rights to receive the Program Benefits detailed in this Agreement, and to use Rapid Response System, LLC’s Property shall cease. If Rapid Response System, LLC terminates for convenience under Section 9.3 or Partner terminates for cause under Section 9.2, Rapid Response System, LLC will refund the pro-rated portion of any pre-paid Program Fees covering the period following such termination. Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive. For clarity, expiration or termination of this CPPA will not relieve Partner of its obligation to pay the portion of the Program Fees associated with its participation in the Partner Program leading up to the effective date of the expiration or termination.
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Confidentiality
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Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information about a Party (“Disclosing Party”) received or learned by the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Rapid Response System, LLC’s Confidential Information includes Rapid Response System, LLC’s and third party applications; any non-public information Partner has access to through the Partner Community; the Services; Customer Data to which Partner has access through Rapid Response System, LLC’s systems by virtue of participating in the Partner Program; and the terms and conditions of this Agreement. Partner’s Confidential Information includes Partner Applications and Partner’s business and marketing plans, technology, and technical information; products designs; and business processes. Confidential Information of each Party includes the discussions regarding the partner relationship. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without breach of any obligations owed to the Disclosing Party. Notwithstanding the foregoing, the protections set forth in this Agreement for Customer Data remain in full force and effect even where such Customer Data meets the criteria in (a)-(d) above.
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Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this Section 10.
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Compelled Disclosure. The Receiving Party may disclose Confidential Information if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
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LIMITATION OF LIABILITY
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Limitation of Liability. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF RAPID RESPONSE SYSTEM, LLC TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE PROGRAM FEES PAID BY PARTNER IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO RAPID RESPONSE SYSTEM, LLC’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2 BELOW.
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Exclusion of Consequential and Related Damages. IN NO EVENT WILL RAPID RESPONSE SYSTEM, LLC OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF RAPID RESPONSE SYSTEM, LLC OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF RAPID RESPONSE SYSTEM, LLC OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
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INDEMNIFICATION
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Indemnification by Partner. Partner will defend Rapid Response System, LLC against any claim, demand, suit or proceeding made or brought against Rapid Response System, LLC by a third party (a) alleging that Partner’s products or services, or any data that Partner enters into the Services or the Partner Community, infringe the intellectual property rights of, or have otherwise harmed, such third party; (b) based upon a representation made by Partner to such third party; or (c) based upon a Partner’s breach of this Agreement (each a “Claim Against Rapid Response System, LLC”), and will indemnify Rapid Response System, LLC from any damages, attorney fees and costs finally awarded against Rapid Response System, LLC as a result of, or for any amounts paid by Rapid Response System, LLC under a settlement approved by Partner in writing of, a Claim Against Rapid Response System, LLC, provided Rapid Response System, LLC (A) promptly gives Partner written notice of the Claim Against Rapid Response System, LLC, (B) gives Partner sole control of the defense and settlement of the Claim Against Rapid Response System, LLC (except that Partner may not settle any Claim Against Rapid Response System, LLC unless it unconditionally releases Rapid Response System, LLC of all liability), and (C) gives Partner all reasonable assistance, at Partner’s expense.
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Indemnification by Rapid Response System, LLC. Rapid Response System, LLC will defend Partner against any claim, demand, suit or proceeding made or brought against Partner by a third party alleging that the Services, or the Partner Community, infringes or misappropriates the intellectual property rights of such third party (a “Claim Against Partner”), and will indemnify Partner from any damages, attorney fees and costs finally awarded against Partner as a result of, or for amounts paid by Partner under a settlement approved by Rapid Response System, LLC in writing of, a Claim Against Partner, provided Partner (a) promptly gives Rapid Response System, LLC written notice of the Claim Against Partner, (b) gives Rapid Response System, LLC sole control of the defense and settlement of the Claim Against Partner (except that Rapid Response System, LLC may not settle any Claim Against Partner unless it unconditionally releases Partner of all liability), and (c) gives Rapid Response System, LLC all reasonable assistance, at Rapid Response System, LLC’s expense.
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Mitigation by Rapid Response System, LLC. If Rapid Response System, LLC receives information about an infringement or misappropriation claim related to the Services or Partner Community Rapid Response System, LLC may in its discretion and at no cost to Partner (a) modify the Services or Partner Community so that they are no longer claimed to infringe or misappropriate, (b) obtain a license for Partner’s or Customer’s continued use of that Service in accordance with this Agreement; or (c) terminate any of Partner’s or Customer’s rights for that Service and refund Partner or Customer any prepaid fees covering the remainder of the term of the terminated Services.
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Exceptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Partner arises from (a) Content, a Non-Rapid Response System, LLC Application or Partner’s breach of this Agreement, the Documentation or applicable Order Forms; or (b) the use or combination of the Services, the Partner Community, or any part thereof with software, hardware, data, or processes not provided by Rapid Response System, LLC, if the Services or Partner Community, or use thereof, would not infringe without such combination.
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Exclusive Remedy. This section 12 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
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Cooperation on Disputes
Partner shall reasonably cooperate with Rapid Response System, LLC in regard to any inquiry, dispute, or controversy in which Rapid Response System, LLC may become involved and of which Partner may have knowledge, including disclosure of relevant documents and financial information, and interviews of Partner’s personnel. Such obligation shall continue after the expiration or termination of this Agreement.
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Entire Agreement
This CPPA and the information which is incorporated into this CPPA by written reference (including reference to information contained in a URL and/or referenced policies and/or guides), or any applicable Order Form for Program Fees or the purchase of certain Program Benefits, or addendum attached hereto, constitutes the complete agreement between the Parties relating to Partner’s participation in the Partner Program. This Agreement supersedes and replaces any prior representations, written or oral, regarding Partner’s participation in the Partner Program as well as any other online or click-through agreement that Partner may have previously entered into with Rapid Response System, LLC governing Partner’s participation in the Partner Program before the CPPA version date provided above. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective, and the Parties agree that a new valid provision shall be substituted for the invalid one, such that the original intent of the invalid provision be achieved as closely as possible. To the extent of any conflict or inconsistency between the provisions in the body of this CPPA and any addendum or exhibit hereto or any Order Form, the terms of such addendum, exhibit or Order Form shall prevail. Any term or condition stated in a Partner purchase order or in any other Partner order documentation (excluding Order Forms) is void. This CPPA and any Order Form that Rapid Response System, LLC and Partner enter into may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, provided however, that Rapid Response System, LLC may modify or amend the Program Policies from time to time as permitted therein.
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Assignment
Neither Party may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets and not involving a competitor of the other Party.
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Parties, Legal Notices, Governing Law and Jurisdiction
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Manner of Giving Notice. All notices, permissions, and approvals hereunder will be in writing and will be effective upon (a) personal delivery, or (b) the second business day after mailing (“Legal Notices”). Notices to Partner shall be addressed to the contact designated by Partner for Partner’s relevant partner account, and in the case of billing-related notices, to the relevant billing contact designated by Partner. Any Legal Notices provided without compliance with this section shall have no legal effect. Notices to Rapid Response System, LLC shall be addressed to Rapid Response System, LLC Inc., Attn: General Counsel, 1286 Kifer Road, Suite 107, Sunnyvale, CA 94086, and to the attention of the Partner Program Manager.
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Governing Law and Jurisdiction. Each Party agrees to the governing law of the state of Louisiana without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts thereof.
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Resale Rights and Obligations
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Authorization to Resell. Rapid Response System, LLC hereby grants to Partner the nonexclusive, nontransferable, non sublicenseable right to resell the Service to Customers. Partner shall resell the Service solely in accordance with the specifications that have been mutually agreed upon by the parties, as set forth in this Agreement. Rapid Response System, LLC reserves the right to offer the Service directly and indirectly anywhere in the world and through other resellers. All transactions with Rapid Response System, LLC shall be made in USD.
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Usage Rules. Partner shall ensure that all Customers understand that they are bound by Rapid Response System, LLC Terms of Service and Privacy Policies. Partner warrants that it is familiar with these policies and that they are enforceable in Partner’s jurisdiction, and that it will not offer to negotiate, modify or add to these without Rapid Response System, LLC’s prior approval.
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Sales. Each new account must be in the name of the actual customer served directly by Rapid Response System, LLC and responsible for payments. Rapid Response System, LLC considers the Customer, and not the Partner, the owner of the account and its content.
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Invoicing and Payment. Partner bears the full risk of currency exchange rates and/or customer nonpayment, and shall not be relieved of its obligation to pay fees owed to Rapid Response System, LLC.
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Suspension of Service. If a Customer’s account is 30 days or more overdue or if a Customer breaches Rapid Response System, LLC’s Terms of Service, in addition to any of its other rights or remedies Rapid Response System, LLC may suspend the Service and support without liability, until such amounts are paid in full or the Customer has resumed full compliance with Terms of Service.
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Partner Commissions. Partner will earn commissions on properly registered and resold deals according to its Partner tier as listed in the Program Policies. Partner is responsible for paying all direct or indirect local, state, federal or foreign taxes, or similar governmental assessments of any nature associated with its orders or sales.
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Rapid Response System, LLC Affiliate Referral Program Agreement