Agreement

This Agreement (“Agreement”) only applies to and binds all parties who have been accepted as a Partner in the Jotform Agency Partner Program (“Program”) after the party has registered on the Program web page and submitted an application (“Application”) on that page to participate in the Program (“Partner” or “you”, as used herein). This Agreement also binds Jotform Inc. (“Jotform”).

This Agreement becomes effective as of the date that Partner submits its Application. Herein, Jotform and Partner are referred to each as a “Party”, and together as the “Parties”. Partner shall be considered to have been accepted by Jotform as a partner in the Program unless Jotform has rejected the Application.

The purpose of this Agreement is to set forth the Parties’ rights and responsibilities regarding Partner’s participation in the Program, whereby Partner shall be paid commissions for third parties it refers to Jotform who become paying customers of Jotform, pursuant to the terms hereof.

The Parties hereby agree as follows:

1. Lead Referrals.

A. Subject to the terms and conditions of this Agreement, Partner shall refer new potential customers to Jotform, with a focus on parties that will want a subscription to Jotform Enterprise, or, if they begin with a non-Enterprise subscription, who seem likely to eventually upgrade to Enterprise. A new potential customer is one who/that (i) is not already known to Jotform and (ii) Jotform does not already have an existing or prior relationship with such party. All referrals must be made and submitted using the form at https://www.jotform.com/partnership/agency/. Jotform shall have no obligations whatsoever to Partner for or relating to any referrals made not using the above-referenced form.

B. Jotform in its sole discretion (i) may reject or not pursue any referral for any reason, (ii) shall determine the efforts it expends, if any, in attempting to get the referred party (“Referred Party”) to sign up for a subscription, (iii) shall determine the price and the fees of and pertaining to the referred party’s Subscription, and (iv) may terminate its relationship with the Customer (defined below in 1.C) at any time and for any business reason.

C. A referred party referred to Jotform by Partner who/that signs up for and pays for a Subscription shall be called a “Customer” for purposes of this Agreement.

D. Partner agrees that at all times when discussing Jotform or the Jotform Platform with potential referral parties Partner shall make no false statements or misrepresentations to any such party concerning Jotform or the Jotform Platform, including but not limited to those concerning the features or functionality of the Platform, available subscription plans, Jotform’s prices, Jotform’s terms and conditions or other agreements, and the like.

E. Partner acknowledges and agrees (i) that Jotform may at any time update and/or modify the terms of this Agreement and of the details of the Program; (ii) that such changes will become effective thirty (30) days after such changes are posted online and/or in Partner’s Program dashboard; and (iii) if Partner objects to any such changes, Partner’s sole remedy will be to withdraw from the Program.

2. Commissions

A. For purposes of this Agreement, Partner shall be paid a commission as a percentage of the fees paid to Jotform by Customers. Such fees shall include but not be limited to basic subscription fees and fees for expansions, renewals, upgrades to Jotform Enterprise, and the like, but shall not include any amounts paid by the Customer for taxes, or for penalties or interest or court or arbitrator awards to Jotform due to late-payment or non-payment by the Customer (hereinafter collectively “Fees”). Where Jotform gives the Customer a refund of any or all Fees paid, for any reason in Jotform’s sole discretion, Jotform shall deduct the amount of Commissions paid to Partner as a percentage of the later-refunded Fees; such deduction shall apply against the next monthly payment of Commissions to the Partner that would otherwise exceed the amount of the deduction.

B. Jotform shall, within forty-five (45) days of Jotform’s receipt of payment by the Customer of Fees, pay Partner a thirty-percent (30%) commission (“Commission”) of the amount paid by the Customer. Partner agrees to use the payment methods/gateways that Jotform requires, such as ACH or other.

3. Term and Termination

A. The term of this Agreement (“Initial Term”) shall be from the date on which Jotform accepts Partner as a Program partner, and shall continue until the earlier of the following events: Partner withdraws from the Program or Jotform removes Partner as a Program participant, or this Agreement is terminated.

B. Either party may terminate this Agreement on fifteen (15) days’ written notice if the other party has materially breached this Agreement and, if such breach can reasonably be said to be curable, has failed to cure such breach within thirty (30) days of being provided with written notice of the breach.

C. Jotform may terminate this Agreement on fifteen (15) days written notice if, in Jotform’s sole opinion and discretion, Partner has: materially failed to meet its Target, or has acted in a manner that reflects poorly on Jotform or the Platform, or if Partner has liquidated, ceased operations, terminated, declared insolvency, or petitioned for bankruptcy.

D. Either party may terminate this Agreement on thirty (30) days written notice for any reason.

E. In the event of a termination of this Agreement for any reason, (i) all of Partner’s rights under this Agreement shall immediately terminate as of the effective date of a termination, and (ii) Partner shall be paid commissions that were due and owing under Section 2 hereof as of the date of such termination.

4. Intellectual Property Rights / Confidential Information.

A. During the Term hereof, Jotform grants to Partner a non-exclusive, non-transferrable, limited right to use the Jotform name and pencil logo for the sole purpose of promoting the Program. In so doing, Partner shall not alter, modify, or add to the Jotform name and pencil logo. Partner shall not state or imply any endorsement by Jotform of any Partner product or service.

B. Jotform retains all right, title, and interest in and to its patent rights, trade secret rights, domain name rights, copyrights and trademark rights in and to the Platform and all other Jotform products, services, and properties (collectively, the “Jotform IP”), and no title or interest in or to the Jotform IP is hereby being granted, given or conveyed to Partner.

C. The parties hereto agree that all information concerning commissions paid to Partner and any and all other information provided by Jotform to Partner outside of this Agreement shall be held by Partner in the strictest confidence, and not disclosed to any other person or entity.

5. General Provisions

A. Partner acknowledges and agrees that (i) its rights under this Agreement are non-exclusive only, and (ii) Jotform is free to appoint and use as many Partners as it sees fit.

B. This Agreement is only for referrals. No rights to use or resell or distribute the Platform in whole or part are being granted, given, or conveyed to Partner in this Agreement.

C. Partner agrees that Jotform shall have no responsibility to any Partner or Customers for Partner’s acts or omissions in connection with Partner’s participation in or actions or omissions concerning the Program. Partner forever releases Jotform from any and all claims brought against Jotform in connection therewith. Partner agrees to hold harmless, defend, and indemnify Jotform as to any and all claims brought against Jotform or its affiliated entities, officers, directors, shareholders, employees, representatives, and agents, arising out of Partner’s acts or omissions relating to this Agreement.

D. Jotform does not endorse or bear responsibility for any non-Jotform product or service of Partner or that Partner sells, distributes, or licenses.

E. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld). In any permitted assignment, the assigning party shall ensure that the assignee agrees in writing to the terms of this Agreement.

F. No Third-Party Beneficiaries. There are no third-party beneficiaries to or of this Agreement.

G. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of California, excluding its conflicts of law provisions. If the issue is federal in nature, this Agreement shall be governed by the laws of the United States.

H. Disputes; Arbitration. The parties agree that all disputes between them shall be finally resolved by binding arbitration before a single neutral arbitrator in San Francisco, CA, under the auspices of JAMS. The prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs associated with the arbitration. An arbitration award shall be enforceable in a court of competent jurisdiction. No arbitrator shall have the authority to issue any form of injunctive relief. No claim shall be initiated or filed against the other party more than one year after the cause of action arises. The parties hereby voluntarily waive a trial by jury of all claims.

I. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations which may be delayed but not excused) due to acts of government, pandemic, flood, fire, earthquakes, extreme weather phenomena, civil unrest, acts of terror, labor strikes, platform availability disruptions involving hardware, software or power systems not within such party's reasonable control, or third party attacks on a Party’s systems or websites.

J. Entire Agreement. This Agreement represents the entire agreement of the parties concerning the subject matter thereof and is intended to be the final expression of the parties’ agreement and intent. This Agreement supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, including but not limited to any Program web pages or materials.

K. Each party warrants to the other party that it has the legal power and authority to enter into this Agreement and that the person signing for that party has the authority to bind that party to the terms of this Agreement. Partner is an independent contractor and is not an employee, agent, or representative of Jotform. Upon acceptance by Jotform in the Program, Partner may identify itself to third parties as an authorized partner of the Platform.

L. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision may be modified by the court, and shall be interpreted so as best to accomplish the objectives of the original provision, and the remaining provisions shall remain in effect. This Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts. Sections 2-5 hereof shall survive the termination of this Agreement.

6. Signatures

The parties agree that (i) Partner’s agreement to this Agreement and to the terms hereof shall be evidenced by a signature, electronic signature, “I agree” form, or the like, at Jotform’s sole discretion, and that (ii) this Agreement shall be considered in force and binding at the time of 6(i), without the need for Jotform to sign this Agreement.