GORGIAS TECHNOLOGY PARTNERSHIP AGREEMENT

Last revised on Jun 30th, 2016

This Partnership Agreement (the “Agreement”) is made on [DATE] (the “Effective Date”) between Gorgias Inc., with principal offices located at 34 Harriet St, San Francisco CA, USA 94103 ("Gorgias") and PARTNER with principal offices located at [Street, City, Country, Zip code] ("PARTNER"). Gorgias and PARTNER are referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS

  1. Gorgias has an expertise in ecommerce and is recognized as a reliable operator in this sector. It has developed an important network, serious and strong relationships with companies likely to be interested in utilizing PARTNER’s services.
  2. PARTNER is a reliable provider of [PARTNER EXPERTISE] to e-commerce and B2B SaaS companies. It has developed an important network, serious and strong relationships with companies likely to be interested in utilizing Gorgias’ “Services” (as defined below).
  3. Gorgias and PARTNER have both expressed their interest in a partnership between them in order for PARTNER to assist Gorgias in promoting the Services and to refer Clients (as defined below) to Gorgias in exchange for the payment of a referral fee, as described below.
  4. PARTNER has expressed their interest in a partnership between them and Gorgias which may or may not involve building a direct integration between PARTNER’s product and Gorgias. 
  5. PARTNER acknowledges that their application to join the Gorgias Partnership Program must be approved before their company and integration (if applicable) is to be shared publicly and internally by Gorgias. This agreement is a first step in formalizing the partnership between PARTNER and Gorgias.

NOW THEREFORE, in consideration for the mutual performance of the undertakings herein, the Parties agree as follows:

1. Definitions

Any term starting with a capital letter shall have either the definition given hereinafter or the relevant definition below, whether used in the plural or singular form:

Client(s)”: means a Prospect located anywhere that Gorgias conducts business (the “Territory”), referred in writing by PARTNER to Gorgias, that has entered into a written Contract, is using the Gorgias Services, and is paying Gorgias Fees corresponding to its use of the Services. The term “Client” shall not include any entity with whom Gorgias has or has had any prior or current relationship.

“Commissions” means the commissions payable by Gorgias to PARTNER subject to the conditions set forth in Section 3.

“Contract” means a written agreement, between Gorgias and Client, may be Gorgias’ terms of service available at https://www.gorgias.com/terms-of-service (the “Terms”).

“Confidential Information” means any proprietary and confidential information disclosed, in the course of and during the Term of the Agreement, by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”).

“Fixed Fees” means the fees paid to Gorgias and corresponding to any of the subscription plans available to Clients minus governmentally mandated charges and taxes.


“Gorgias Partner Program” shall mean Gorgias’ profram for referral partners.

"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, data, data files, and databases and other specifications and documentation, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the Laws of any jurisdiction throughout in any part of the world.

“Integration” means the software of PARTNER and Gorgias have been connected to one another via their Application Programmable Interface (API), webhooks, or hypertext transfer protocol (HTTP).

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority.

“Partner Tier” means a partner tier as described in Schedule X hereto;

“Plan or License” means, any of the subscription plans made available to Client whose features are listed on the Site.

“Purchase” means an order for Gorgias’ products.

“Prospect” means a prospective client of Gorgias identified by PARTNER, including PARTNER’s current, past or future customers.

“Referral Date” means for each Qualified Referral, the date during the term of this Agreement on which the PARTNER first refers a Qualified Referral to Gorgias


Service(s)”: means the software and services offered by Gorgias, including any documentation, such as applicable software and services descriptions, and any updates or new versions of Gorgias’ Services, as well as any support provided by Gorgias.


“Qualified Referral” shall mean a Prospect who:


  1. Lands on Gorgias’ website by opening the partner URL (as defined below) or 
  2. is introduced by email or a lead form, that completes the sign-up procedure or enter into a Relevant Contract with Gorgias


2. Referral Services


2.1  Gorgias hereby appoints the PARTNER on a non-exclusive basis to identify Qualified Referrals for Gorgias and to refer such persons to Gorgias on the terms of this Agreement.

2.2  For the purpose of referring Qualified Referrals to Gorgias, the PARTNER will be issued an exclusive URL (the “​Partner URL​”) upon the PARTNER’s application and acceptance as a member of the Gorgias Partner Program. The Partner URL is a unique identifier for the Partner and will allow the Partner to be paid for Qualified Referrals.

2.3  During the term of this Agreement, the Partner shall:

(a)  serve Gorgias faithfully and diligently and not allow its interests to conflict with its duties under this Agreement;
(b)  use reasonable commercial efforts to promote the Gorgias Services to its clients and network. By doing so, the PARTNER shall comply with good, ethical, and moral business practices, and all applicable laws and regulations in engaging in any activities hereunder;

(c)  use reasonable commercial efforts to refer Qualified Referrals to Gorgias pursuant to the terms of this Agreement; and

(d)  comply with all reasonable and lawful instructions of Gorgias.

2.4  The PARTNER shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to:

(a)  bind Gorgias in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised; or

(b)  make or enter into any contracts or commitments or incur any liability for or on behalf of Gorgias, including for the provision of Gorgias Services or the price for them, and shall not negotiate any terms for the provision of Gorgias Services with Qualified Referrals.
 

3. Gorgias Responsibilities

3.1 Marketing & Training Information. Gorgias may provide PARTNER with sales and commercial materials relating to the Services to enable PARTNER to perform its duties and obligations under this Agreement, upon request and/or if Gorgias considers it to be necessary. Gorgias will provide PARTNER with online training necessary for re-selling. At a time and location mutually agreed upon between the Parties, Gorgias may, at PARTNER’s request, hold a training session to present the Gorgias Services to PARTNER.


3.2  Invoicing. Gorgias will invoice Clients directly and Clients shall pay such invoices to Gorgias. PARTNER agrees and accepts that Gorgias may, in its sole discretion, either accept or decline any Client referred by the PARTNER, with or without cause.

3.3  Sales Collaboration. Where PARTNER also proposes its own products and services to the Client, Gorgias and PARTNER may agree to joint sales presentations, joint proposals, and to share relevant information such as project timelines and technical documentation.

3.4. Technical Support. Gorgias will promptly provide PARTNER with access to a Developer Sandbox Account and make it free for the duration of the partnership as defined by this agreement. The Developer Sandbox Account is intended to help the PARTNER develop an integration between their software and Gorgias’ and to create an integration set-up document that will be hosted on both the PARTNER’s and Gorgias’ FAQ/HelpDocs/Knowledge Base pages.

Gorgias will also make their engineering team available for technical support as available. The PARTNER understands that Gorgias’ resources for technical support are limited, but nonetheless will be made available on a first-come-first-served basis. The PARTNER acknowledges that the three methods for obtaining technical support are:

  1. Contacting the appropriate Gorgias POC via email
  2. Posting a message in the shared Slack channel between PARTNER and Gorgias (if applicable)
  3. Contacting support@gorgias.com and requesting that your question be escalated to level-2 support to reach our engineering team, who are available to answer technical questions regarding our API and developer documentation. 

3.5. QA Review of Submitted Integration Request. Once the PARTNER has successfully completed building an integration of their software product with Gorgias’, the PARTNER will then submit their Integration Set-up Guide (example linked here) to the appropriate Gorgias POC.  

Our Integration Support Team will then conduct a quality assurance (QA) check for the integration by setting it up on our testing account. Once the Integration Support Team approves the submitted integration, it will be put into a queue to be listed:

  1. On our public facing App Marketplace
  2. Onto our Help Docs page for integration set-up guides
  3. On our in-product App Marketplace 

Gorgias makes no guarantees of the integration being approved, nor the timeline in which it will be approved and listed in the aforementioned locations.

3.6. App Marketplace Listing. Once the PARTNER’s application to join the Gorgias Partnership Program has been approved, and once the PARTNER has satisfied all requirements for their submitted integration (see 3.5 “QA Review of Submitted Integration Request”), the PARTNER will then coordinate with Gorgias to collect the information and content - including a unique URL for traffic tracking purposes - to be featured on the PARTNER’s dedicated landing page on our public facing domain (gorgias.com/apps). 

3.7. Partner Management. Gorgias prides itself on being actively engaged with its partners for all things related to co-selling, marketing, technical support, and product implementation. With that being said, the PARTNER acknowledges that only partners in our “Preferred” Partner Tier will be guaranteed a dedicated Partner Manager. Partners in our “Standard” Partner Tier may still be assigned a dedicated Partner Manager, but this will be done on an as-available basis. The PARTNER understands that in the absence of a dedicated Partner Manager, they can still receive support by contacting support@gorgias.com

4. PARTNER’s Responsibilities


4.1  PARTNER shall introduce, market and promote the Gorgias Services to Prospects in the Territory and shall aim to cause such Prospects to purchase Gorgias’ Services (“Referral”).

4.2  PARTNER shall, promptly upon introducing the Gorgias Services to Prospects, provide Gorgias the Prospect’s information, including Prospect’s corporate name, website and, liaison corporate officer or employee’s first name, last name, email address and phone number,  along with any and all non-confidential information PARTNER may have access to in connection with the Prospect (all such information, collectively, the “Prospect Information”). PARTNER shall upload the Prospect Information to a website indicated by Gorgias.

4.3  PARTNER acknowledges and agrees that Prospects shall not generate goodwill for PARTNER and that therefore Gorgias may promote and sell the Services to Prospects during and after the Term of this Agreement.

4.4  PARTNER represents, warrants and covenants that: (i) any and all marketing and promotional actions, including solicitations and communications in connection to Gorgias and the Services, will comply with Gorgais’ positioning, quality standards and marketing policy; (ii) and PARTNER shall ensure that such marketing and promotional actions will protect the image and reputation of Gorgias and the Services; and (iii) PARTNER will not disparage Gorgias or any of its affiliates existing from time to time.


4.5  PARTNER acknowledges and agrees that all requirements as described in this document must be satisfied before being approved and acknowledged as a Certified Gorgias Partner, and before being approved for listing on our public facing App Marketplace. 


4.6  PARTNER acknowledges and agrees that support for an integration built by the PARTNER into Gorgias’ software product shall be maintained by PARTNER. This includes but is not limited to:

  1. Answering questions from Gorgias reps (sales, success, support, engineering, product, etc.) related to the integration (use cases, troubleshooting, formatting, billing, etc.)
  2. Responding to such questions (4.6.a above) in a timely fashion and making sure the appropriate technical support POC from your team is made available to Gorgias reps for expedient resolution.
  3. Within a reasonable timeframe agreed upon by both the PARTNER and Gorgias, the PARTNER acknowledges and agrees to make improvements to the integration based on customer feedback. This is to ensure our product and our integrations continue to be state-of-the-art. 


4.7  PARTNER acknowledges and agrees to provide Gorgias with access to a Sandbox Developer Account, complete with log-in credentials, testing data (if possible), authentication particulars (e.g., API keys, OAuth), for the duration of the Partnership between PARTNER and Gorgias as defined by this agreement.


4.8. PARTNER acknowledges and agrees to list Gorgias on all available and appropriate locations on the PARTNER’s public facing website and in-product App Marketplace. The PARTNER agrees to embed an exclusive URL (the “​Partner URL​”) given by Gorgias to the PARTNER to track and attribute any business opportunities generated from the PARTNER’s website and in-product marketplace. Gorgias acknowledges and agrees to list the PARTNER in a similar fashion pending approval of the PARTNERS application, as described in 3.6.

5. Commissions

5.1 Subject to the terms and conditions contained hereunder, in the event that PARTNER refers a Client to Gorgias, PARTNER shall be entitled to Commissions paid according to the following:


(a) Services purchased on a monthly basis. In the event Client purchases the Gorgias Services on a monthly basis, PARTNER shall be entitled to Commissions at the monthly rate (paid monthly) from the first order placed by Client and any subsequent renewals or upsells during the Term. (“Referral”).

(b) Services purchased on an annual basis. In the event Client purchases the Gorgias Services on an annual basis with an annual upfront payment, PARTNER shall be entitled to Commissions at the equivalent yearly rate (paid annually) from the first order placed by Client and any subsequent renewals or upsells during the Term.

(c) Services purchased from a Referral are defined as a “Qualified Referral.”

(d)Commissions Calculation. Commissions shall be calculated as described in Exhibit A.


5.2 Gorgias shall inform PARTNER of all Prospects that have become Clients, as well as any changes to Clients’ plans, in real time on it’s partner payment platform, as indicated by Gorgias. Gorgias shall also inform PARTNER about such Client’s orders including (i) the Fixed Fees invoiced for each purchase made and (ii) the Commission payable to the PARTNER. Gorgias shall submit such Commissions owed to PARTNER via a third-party website.

5.3  PARTNER may not claim a Commission for any order placed by an entity which belongs to the same corporate group as (i) a Client; or (ii) an existing Gorgias client.

5.4  Commissions shall be (i) payable within thirty (30) calendar days of the receipt of Gorgias’s payment.

6. Term and Termination
6.1  Term. This Agreement shall commence on the Effective Date and conclude on [DATE] (the “Initial Term”) at which point the Agreement will be subject to review and possible adjustment. The Agreement shall renew thereafter for additional twelve (12) months periods, in its current or adjusted format (each a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated by either Party by providing a written notification of termination to the other Party no less than thirty (30) days prior to the-then current annual period of the Term. Such notice shall be sent to the other Party’ address indicated above or any other address agreed in writing by the Parties. Notwithstanding anything set forth herein, Gorgias may terminate this Agreement by providing the other Party with a thirty (30) day written notice of termination.

6.2  Payment upon termination. In case of non-renewal or termination of the Agreement, save in the event of termination in connection with PARTNER’s breach of this Agreement, Gorgias shall pay PARTNER any Commissions owed. Gorgias shall not be obligated to pay any Commission to PARTNER for Prospects introduced to Gorgias after the effective date of expiration or termination of this Agreement. Notwithstanding the foregoing post termination or expiration of this Agreement, PARTNER will receive Commissions for Qualified Referrals that remain a customer of Gorgias, pursuant to Section 4.1, during a period of at least twenty-four (24) months from such termination.

6.3 Upon expiry or termination of this Agreement, Gorgias shall also be entitled to continue freely its business relationships with the Clients, and during a period of twenty-four (24) months from such termination, PARTNER shall not solicit Clients for product or services that may be deemed as competitors to Gorgias.

7. Confidentiality
 

7.1  During the Term of this Agreement the Confidential Information will be kept confidential by the Receiving Party and will not be disclosed to any other person, provided that each Party may disclose Confidential Information to its Affiliates, and its and their employees, agents and subcontractors who have a need to access and/or use the Confidential Information in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. The Receiving Party shall use the same care and discretion, but in no event less than a reasonable degree of care and discretion, to avoid disclosure as it uses with its own similar information that it does not wish to disclose, to safeguard the Confidential Information from unauthorized disclosure.

7.2  The term Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives (as defined below) in violation of the terms hereof; (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source that is not known to the Receiving Party to be prohibited by a contractual, legal, or fiduciary obligation to the Providing Party from disclosing such information to the Receiving Party; (iii) is independently developed, conceived, or discovered by the Receiving Party or its Representatives; or (iv) is already known to the Receiving Party or any of its Representatives prior to disclosure of the same to the Receiving Party or its Representatives by the Providing Party or the Providing Party’s Representatives. For purposes of this Agreement, “Representatives” shall mean a Party’s Affiliates and its and their employees, officers, directors, agents or other representatives.

8. Limitation of Liability. In no event shall Gorgias or its affiliates be liable for: (i) any consequential, indirect, incidental, exemplary, reputational, special, or punitive damages of any kind such as loss of data or profit, or business interruption, loss of business opportunity, harm to the image or reputation, whether in any of the foregoing, arising under contract, warranty, tort (including negligence or strict liability) or any other theory of liability even if Gorgias or its affiliates have been notified orally or in writing of the possibility of such damages. In no event shall the cumulative liability of Gorgias or its affiliates exceed one thousand USD ($1000).

9. Proprietary Rights. PARTNER acknowledges and agrees that the Services are proprietary to Gorgias and all Intellectual Property rights thereto remains the property of Gorgias and its Affiliates and, other than as expressly permitted in this Agreement, the Services shall not be, revealed, disclosed or otherwise communicated, directly or indirectly, by PARTNER, to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title to or ownership of the Services, or any part thereof is hereby transferred to PARTNER. PARTNER shall not reverse engineer, decompile, disassemble or otherwise derive source code from the Services. All rights not expressly granted herein are reserved to Gorgias.

10. Relationship of the Parties.
10.1  This Agreement is not intended to, and does not, create an exclusive relationship between Gorgias and PARTNER. PARTNER will have the right to promote and discuss the Services with any Prospect subject to Gorgias’ consent thereto in writing. Gorgias may, from time to time, withdraw, or otherwise amend the scope of, such consent. Gorgias may appoint other business developers or other types of intermediaries for the development of its activities.

10.2  PARTNER’s relationship to Gorgias under this Agreement shall be that of independent contractor engaged by Gorgias to perform certain services pursuant to this Agreement and neither the PARTNER nor Gorgias undertakes, by this Agreement or otherwise, to perform any obligation of the other, except as expressly set forth herein. This Agreement shall not be deemed to constitute a partnership, joint venture, agency, or other form of joint enterprise between the PARTNER and Gorgias.

10.3  PARTNER represents and warrants that its activity for Gorgias does not represent the total amount of its revenues and that it has activities with other companies.

11. Benefit and Assignment

11.1 This Agreement is entered into with the PARTNER intuitu personae (i.e. in consideration of its person).

11.2 Consequently, PARTNER may neither assign nor otherwise transfer, directly or indirectly, this Agreement or any of the rights and obligations relating thereto without Gorgias’ prior written consent. This Agreement will be binding upon the Parties’ respective successors and permitted assigns.

11.3 Gorgias may however transfer or assign the Agreement without PARTNER’s prior approval.

12. Miscellaneous

12.1 Severability. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provision. In addition, if, for any reason, any provision of this Agreement is declared unenforceable, the Parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the Parties.

12.2 Force majeure. Neither Party hereto will be liable for defaults or delays in all or part of its obligations herein caused by any event of force majeure as defined by article 1218 of the Code civil. It is agreed that a temporary impediment caused by force majeure is one that lasts less than 30 consecutive days. Should the impediment last more than 30 days, it will qualify as permanent and cause the Agreement to be automatically terminated.

12.3 Notices. Any notice or communication required or permitted under this Agreement shall be made in writing and in the English language. Notices shall be sent either by facsimile, electronic mail, registered or overnight mail to the electronic address or post address mentioned above, or to such other address which may be updated in writing from time to time by either Party, and deemed effective upon receipt.

12.4 Integration. This Agreement constitutes the entire agreement between the Parties with respect to its scope and supersedes all prior agreements or understandings of the Parties in relation to its subject matter whether written or oral. No addendum, modification, or amendment of this Agreement will be binding and integrated to the Agreement unless executed in writing by a duly authorized agent of both Parties.

12.5 No Waiver. No failure or delay by either Party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving Party. If either Party waives any right, power or remedy, such waiver will not waive any successive or other right, power, or remedy the Party may have under this Agreement.

Governing Law & Jurisdiction. This Agreement will be deemed to be made and entered into in the State of California, and be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its principles of conflicts of laws.  I hereby agree to consent to personal jurisdiction of the state and federal courts situated within County of San Francisco, California for purposes of enforcing this Agreement, and waive any objection that I might have to personal jurisdiction or venue in those courts.  This Agreement is executed under seal.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be effective as of the Effective Date.

GORGIAS

Name: 

Title: 

Date: 

PARTNER

Name: 

Title: 

Date: 




Exhibit A

A. PARTNER Referral Responsibilities & Fees

PARTNER will actively promote Gorgias services to Prospects. In accordance with terms of the Agreement: in the event Client purchases the Gorgias services as a result of a PARTNER referral, Gorgias shall pay PARTNER the Referral Fees per the below schedule:

  1. 20% of the monthly recurring revenue (MRR) for that particular Client

B. Referral Process

PARTNER shall refer all Referrals and Qualified Referrals via email or affiliate link as provided by Gorgias.