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Viteri Accounting Partner Program Agreement
Last Modified: August 12, 2020
PLEASE READ THIS PARTNER PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the partner (or client partner), together addressed as Participant(s)) and us (Viteri Accounting & Financial Services “Viteri Accounting”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible.
1.    Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" means this Viteri Accounting Partner Program Agreement and all materials referred or linked to in here.
“New client” means the entity that will use the services and/or products of Viteri Accounting.
"New client Data" means all information that the New client, or you acting on the New client’s behalf, submits or collects for Viteri Accounting Services and all materials that the New client.
"Viteri Accounting Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into Viteri Accounting Services and all of our other products.
“Viteri Accounting Services and Products” means the Financial Services, Subscription Service and Other Products.
“Legitimate Prospect” means a contact, tied to a domain and/or business entity, with which you have established a demonstrable business relationship and who you are actively approaching and are engaging with in a pursuit of a sale.  
“Other Products” means those products and services that we offer, which are not included in our standard accounting and financial services and/or Netsuite software programs. For the purposes of this Agreement, Other Products include all of our legacy sales and marketing products, and any implementation, migration, customization, training, consulting, additional support or other products and professional services provided by Viteri Accounting, or fees for third-party products and/or services.
“Qualified Transactions” means those transactions that are eligible for a Commission pursuant to the “Qualified Transactions” section of this Agreement.
“Partner Commission” means an amount designated in the partner (or client partner) Commission Chart for a Partner for a Qualified Transaction. The partner (or client partner) Commission Chart is listed at here.
“Partner Eligibility Requirements” mean you 1) have agreed to the terms and conditions set forth in this contract; and 2) have maintained ethical and appropriate behavior between you and any New client or current clients of Viteri Accounting; 3) have not violated any conditions of this agreement.   
“User Permissions” means the authorization given to users within a Viteri Accounting portal, system or shared online folder that enables them to access specific resources, such as data and applications.
“We”, “us”, “our”, and “Viteri Accounting” means Viteri Accounting & Financial Services.
“You” and “Partner” means the party, other than Viteri Accounting, entering into this Agreement and participating in the Program.
2.    Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
3.    Qualified Transactions
a.    Partner Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to: promote the Viteri Accounting Services and Products to your prospects and customers. At our discretion, we will provide limited sales support to you, such as occasional participation on a call with you and a prospect.
b.    Other Eligibility Requirements. To be eligible for a Commission, a prospect must be registered, accepted and valid in accordance with the ‘Submission, Acceptance and Validity’ section. You are not eligible to receive a Commission or any other compensation from us based on transactions for Other Products, based on transactions with a Viteri Accounting Lead (as defined below) or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable New client objects to or prohibits such compensation or excludes such compensation from its payments to us or our Affiliates; (iii) we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us with respect to a given transaction; (iv) the New client has paid or will pay such commissions, referral fees, or other compensation directly to you; (v) the New client participates in this Program, or (vi) for any transactions with New client that precede in time to you becoming a Partner in this Program under this Agreement. In competitive situations with other Partners, we may elect to provide the Commission to the partner (or client partner) that actually secures the business with the New client, which may result in you being ineligible for Commission, regardless of whether or not you registered the prospect.  
We may terminate this Agreement and/or discontinue Commission payment(s) / credit(s) should you fail to meet any of the eligibility criteria set forth in this subsection of the Agreement at any time.
c.    Submission, Acceptance and Validity of Prospects. You must register each prospect with us using the partner (or client partner) Submissions Page we provide through this link prior to the close of a Qualified Transaction. To register a prospect, you must provide at least the information noted as required on the partner (or client partner) Submissions Page about each prospect. We generally will accept a prospect who, in our reasonable determination: (i) is a new potential customer of ours; (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, involved in our active sales process, or your Affiliate; (iii) is a Legitimate Prospect whose contact information was legally obtained; (iv) is a fit for Viteri Accounting products and/or services.
In order to submit any prospects, (i) the partner (or client partner) must have initiated contact with the prospect, (ii) the prospect has shown interest in one or more of the products and/or services of Viteri Accounting and/or it’s affiliates, and (iii) the partner (or client partner) must have complete the partner (or client partner) Submissions Page accurately and timely.  Any inaccurate data on the partner (or client partner) Submissions Page may deem the partner (or client partner) ineligible for commission on the submitted prospect.
Notwithstanding the foregoing, we may choose not to accept a prospect, in our reasonable discretion. We may choose to do so at the time of your registration submission, or we may deregister and reject a prospect if we determine a prospect does not meet the criteria outlined in this Section 3.d. at any point after submission, even in cases where it was initially accepted.
A prospect is not considered valid: (i) if it is not registered, (ii) if it is not accepted, (iii) if it is expired, or (iv) after this Agreement is expired or terminated.
Once the valid prospect is ready to purchase and/or start services, we will, at our discretion, accept an order and provision the product and/or service for the New client in order to complete a Qualified Transaction.
If a prospect does not purchase the product or service before its registration expires, you will need to complete the registration process again in order to re-qualify for Commission for that prospect. Please note that you must have a written and readily available privacy policy and you certify that you are providing the prospect’s information to us in accordance with not only all applicable laws and regulation but also in accordance with your own privacy policy.
d.    Upsold products and/or services.  Viteri Accounting reserves the right to upsell any New client or current client on any products and/or services not introduced by the partner (or client partner).  These upsold products and/or services are not eligible for Partner commission.  
e.    Engagement with Prospects and New clients.  We may engage with a prospect, lead or New client directly (i) to complete the sales process, (ii) to fulfill or enforce our obligations under an agreement with such prospect, (iii) to provide support, (iv) to conduct our standard marketing and sales activities with prospects; or (v) as otherwise permitted by this Agreement.
If and when we do engage, we may choose how to engage with each prospect and may request that you collaborate with us in the engagement. Upon our request, you will provide us with the name and contact information of the prospect and facilitate an introduction. If a prospect is not valid then we may choose to maintain it in our database and we may choose to engage with such a prospect.
If we request, you will facilitate our participation on calls with you and various New client(s). We may request to participate on these calls in an effort to help to ensure the quality of your service delivery and for the purposes of managing the Program. In a resulting Qualified Transaction, the New client will contract directly with us for provision of the Viteri Accounting products and/or services.
4.    Commission and Payment/Credit.
a.    Requirements for Payment/Credit; Forfeiture. In order to receive payment/credit under this Agreement, you must have: (i) agreed to the terms of this Agreement, fulfilled all eligibility requirements to be a Partner under this Agreement and are in compliance with this Agreement; (ii) provided us with all of your account information, including your bank information; and (iii) submitted to us all the necessary and valid tax documents (W-8/W-9) and the documents have been approved. In order for you to receive the Commission you must have submitted the required documentation set out in this section no later than thirty (30) days after the end of any given fiscal quarter.  If we have not received such documentation within this timeframe, we will not process the Commission payment/credit until the next fiscal quarter payment/credit date for applicable Qualified Transactions.
All payments by Viteri Accounting will be made by bank transfer and it is your responsibility to ensure that you have provided us with the most up-to-date and correct bank information to facilitate the transfer. Credit applications will be agreed between the client and Viteri Accounting.  We will not issue payment by any other means. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) if any of the requirements set forth in this section, Section 4. a., remain outstanding for six (6) months immediately following the close of a Qualified Transaction, or (ii) we have attempted to pay you a Commission for a Qualified Transaction by bank transfer, and the attempt was unsuccessful (as confirmed by bank notice), to no fault of our own; and (iii) we reached out to either the Primary Contact, Billing Contact or Decision Maker Contact on your account to obtain the necessary information and have not received a response; and (iv) six (6) months has passed since the date of the initial, failed bank transfer described herein, then your right to receive Commission arising from any and all Qualified Transactions(s) with the associated New client will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction.
Once you comply with all of the requirements in this Section 4 then you will be eligible to receive Commission on Qualified Transactions, as long as these Qualified Transactions do not involve the same New client associated with a Forfeited Transaction.
b.    Commission Payment. We, or one of our Affiliates, will pay the Commission amount due to you based on the installment schedule noted in the partner (or client partner) Commission Chart. No matter what the New client agrees to pay in cash to Viteri Accounting for any products and/or services, commissions paid will be based on the partner (or client partner) Commission Chart, which is revenue based rather than cash based.  In addition, the schedule of payments will not change from the partner (or client partner) Commission Chart schedule.  For example, a New client pays for one year of services upfront.  You will receive your payments in 3 installments as per the partner (or client partner) Commission Chart.  We will not pay more than one Commission or other similar referral fee on any given partner sale (unless we choose to in our discretion).  We may withhold the Commission payment until the Commission amount that we owe you is above $100 USD.
c.    Taxes. You are responsible for payment of all taxes applicable to the Commission. You will be assessed sales tax unless you provide us with a valid reseller certificate that indicates tax should not be applied to the Commission amount.  All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
5.    Optional Partner Programs
We may from time to time offer you optional tools, beta testing programs or partner promotions (the “Optional Programs”). If you choose to use any Optional Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Programs. If the Optional Programs include our making certain promotions available to our partners, you will: (i) market and promote the promotion only to your registered and valid prospects, (ii) only market and promote the promotion individually within a distinct sales process, and not engage in any form of mass marketing of the promotion, and (iii) will follow all the other terms and criteria applicable to that specific promotion as we designate. We may discontinue all or a portion of any Optional Programs at any time.  Additional terms may apply to your participation in Optional Programs. We will make any additional terms available to you for your review at the time of the offer to participate in such Optional Programs.
6.    Trademarks
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Participant Marks”) in connection with the Program and this Agreement.
We retain all ownership rights in Viteri Accounting Trademarks. During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section and the incorporated guidelines. You must: (i) only use the images of our trademarks that we make available to you as part of your participation in this Program, without altering them in any way; (ii) only use our trademarks in connection with the Program and this Agreement; (iii) comply with this Agreement, and the partner (or client partner) Promotion Guidelines found here; and (iv) immediately comply if we request that you discontinue use.
You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside the scope of the Program or this Agreement; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
7.    Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Viteri Accounting customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  
The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents.
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
8.    Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests.  For the duration of this Agreement, you will establish and maintain a privacy policy that is compliant with all laws and regulations applicable to you and you shall establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
9.    Term and Termination
a.    Term. This Agreement will apply for as long as you participate in the Program and fulfill all the participation requirements under the Program, until terminated.
b.    Termination Without Cause.  Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.
c.    Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
d.    Termination for Cause.  We may terminate this Agreement and/or suspend your or the New client’s access to the Viteri Accounting systems, products and/or services: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) automatically, within thirty (30) of you failing to meet the Program requirements applicable to you in your capacity as the partner (or client partner); (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if the New client violates applicable local, state, federal, or foreign laws or regulations, (v) immediately, if you breach the terms applicable to your subscription with us, or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
e.    Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you any earned Commission, so long as the related payment by the New client is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on New client payments recognized by us after thirty (30) days after the date of such termination or expiration. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission after expiration or termination of this Agreement. Upon termination or expiration, a prospect is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark, and will remove all Viteri Accounting references to this Program from your website(s) and other collateral. Termination or expiration of this Agreement shall not cause your or a New client’s agreement to be terminated.
10.    Partner Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to provide the prospect data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Program will not conflict with any of your existing agreements or arrangements.
11.    Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Program, (b) our use of the prospect or lead data you provided us, (c) your noncompliance with or breach of this Agreement, or (d) your use of or participation in the Optional Programs. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
12.    Disclaimers; Limitations of Liability
a.    Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE VITERI ACCOUNTING SERVICES, VITERI ACCOUNTING CONTENT, THE PROGRAM, OR THE OPTIONAL PROGRAMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE VITERI ACCOUNTING SERVICES, VITERI ACCOUNTING CONTENT, THE PROGRAM, AND THE OPTIONAL PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE VITERI ACCOUNTING SERVICES, VITERI ACCOUNTING CONTENT, THE PROGRAM, AND THE OPTIONAL PROGRAMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b.    No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c.    Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED QUALIFIED TRANSACTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
d.    Viteri Accounting Optional Programs. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE VITERI ACCOUNTING OPTIONAL PROGRAMS THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE VITERI ACCOUNTING OPTIONAL PROGRAMS AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
13.    Non-Solicitation
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.  Both you and we acknowledge that (i) any public job posting or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
14.    General
a.    Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be posted here (or other designated URL) and we will let you know via email. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b.    Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Wyoming, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Cheyenne, Wyoming.
c.    Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d.    Actions Permitted. Except for actions for breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e.    Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f.    Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Viteri Accounting products and/or services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Viteri Accounting products and/or services to prohibited countries or individuals or permit use of the Viteri Accounting products and/or services by prohibited countries or individuals.
g.    Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h.    Notices. Notice will be sent to the contact email address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt:
To Viteri Accounting & Financial Services.: info@viteriaccounting.com
To you: your electronic contact information as provided in your signed Partnership Agreement
We may give electronic notices by general notice via email to your e-mail address(es) on record in our account information for you.
i.    Entire Agreement. This Agreement is the entire agreement between us for the Program and supersedes all other proposals and agreements (including all prior versions of the Viteri Accounting Partner Program Agreement), whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Viteri Accounting products and/or services. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j.    Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k.    No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l.    No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Viteri Accounting products and/or services, our trademarks, or any other property or right of ours.
m.    Sales by Viteri Accounting. This Agreement shall in no way limit our right to sell the Viteri Accounting products and/or services, directly or indirectly, to any current or prospective customers.
n.    Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
o.    Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.