Strategic Partner Terms

Last Updated: April, 2025

These Strategic Partner Terms ("Agreement") govern participation in any Botkeeper Partner Program. By participating, submitting Leads, or promoting Botkeeper’s services, you ("Partner") agree to these terms. Specific commercial terms, including commission structures, are governed by a separately executed agreement or quote between Partner and Botkeeper.

1. Participation and Eligibility

1.1 Non-Exclusivity
Participation is non-exclusive. Botkeeper may engage with multiple partners, resellers, or channels without limitation.

1.2 Independent Contractor Status
Partner and Botkeeper are independent contractors. Nothing in this Agreement creates a joint venture, agency, partnership, or employment relationship. Neither party may bind or obligate the other in any manner.

1.3 Partner Activities
Partner agrees to professionally promote Botkeeper’s offerings using approved marketing materials and must not misrepresent Botkeeper’s products, pricing, or terms.

2. Lead Submission and Qualification

2.1 Lead Submission
Leads must be submitted through Botkeeper’s designated process (form, link, or portal).

2.2 Lead Acceptance and Review
Botkeeper retains sole discretion to accept or reject any Lead, including but not limited to:

• The Lead is already under contract or in discussions with Botkeeper;

• The Lead has been previously submitted by another party;

• The Lead does not meet Botkeeper’s current eligibility criteria.

2.3 Lead Expiration
Accepted Leads remain valid for one hundred eighty (180) days from the date of acceptance unless extended in writing by Botkeeper.

2.4 Qualified Customers
A Qualified Customer is a Lead that has been accepted, approved through Botkeeper’s internal qualification process, and executed a binding Product Agreement with Botkeeper.
Botkeeper’s qualification review governs all decisions regarding credit for submitted Leads.

3. Compensation

3.1 Referral Compensation
Partner will receive commissions for Qualified Customers as specified in their executed Partner Agreement or quote.
Commissions continue only while Botkeeper actively bills the Customer and the Customer remains under a valid agreement.

3.2 Payment Timing
Referral payments are processed regularly, typically on a quarterly basis.

3.3 Exclusions
Commissions apply only to recurring, non-cancellable Product Fees. No commissions will be paid on onboarding, implementation, consulting, third-party software, or other excluded charges unless otherwise agreed in writing.

3.4 Taxes
Each party is responsible for its own tax obligations and must provide all necessary tax forms prior to receiving or remitting payments.

4. Branding and Co-Marketing

4.1 Use of Botkeeper Marks
Partner may use Botkeeper’s name, trademarks, and marketing materials solely for promoting Botkeeper offerings in compliance with Botkeeper’s Brand Guidelines.
Botkeeper may revoke such usage rights at any time.

4.2 Co-Marketing Approval
All joint marketing materials and campaigns involving Botkeeper branding must receive prior written approval from Botkeeper.
Botkeeper retains ownership of all co-created content involving its name, trademarks, or services.

4.3 Use of Partner Marks
Partner grants Botkeeper a limited right to use Partner’s branding and logo for approved co-marketing initiatives.

5. Confidentiality

Each party agrees to maintain the confidentiality of all non-public information exchanged during the partnership. Disclosure is permitted only if required by law, and with prior notice to the extent legally allowed.

6. No Guarantees

Botkeeper makes no guarantees regarding:

• The conversion of any submitted Leads into Qualified Customers;

• The success or results of any co-marketing activities;

• The amount of commissions or revenue Partner may earn.

7. Term and Termination

7.1 Term
This Agreement remains in effect until terminated by either party with thirty (30) days’ written notice.

7.2 Effects of Termination
Upon termination:

• Partner must immediately cease use of Botkeeper branding, materials, and co-marketing assets.

• Accrued commissions for Qualified Customers will be paid through the date of termination.

• No new commissions will accrue after the effective termination date.

• If a Customer's agreement with Botkeeper terminates, Partner’s entitlement to commissions for that Customer ceases immediately.

8. Non-Solicitation

For the duration of this Agreement and one (1) year thereafter, Partner agrees not to solicit for employment or hire any Botkeeper employee or contractor without prior written consent from Botkeeper.

9. Limitation of Liability

Neither party shall be liable for any indirect, incidental, consequential, punitive, or special damages arising out of or relating to this Agreement.
Direct liability is limited to the total commissions paid to Partner during the twelve (12) months preceding the claim.

10. Indemnification

Each party agrees to indemnify and defend the other party against third-party claims, liabilities, damages, and expenses arising from:

• Breach of confidentiality obligations;

• Unauthorized use of marks or branding;

• Misrepresentation of the other party’s products, services, or capabilities.

11. Assignment

Partner may not assign or transfer any rights or obligations under this Agreement without Botkeeper’s prior written consent.
Botkeeper may assign this Agreement freely in connection with any merger, acquisition, corporate reorganization, or sale of assets.

12. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to its conflict of law rules.