Solution Partner Program
These terms and conditions form a legal agreement (“Agreement”) between the applicable Contentsquare contracting entity set forth in clause 15.5 (“Contentsquare,” “we,” “us”) and you (“Partner,” “you”), each a “Party” and together the “Parties.”
By joining the Contentsquare Partner Program (“Partner Program”) through the PartnerStack platform and clicking “Accept” (or similar) to indicate your agreement, you agree to be bound by this Agreement as of the date of acceptance (“Effective Date”). If you do not agree to this Agreement, you may not join or participate in the Partner Program.
We reserve the right to update this Agreement from time to time and will inform you in advance if we make significant changes to this Agreement. If you continue to use the Partner Program after such changes, this will constitute your acceptance of such changes.
This Agreement is separate from, and in addition to, any agreement you may have with PartnerStack regarding your use of the PartnerStack platform (“PartnerStack Platform”). You acknowledge that Contentsquare is not a party to any such agreement, and is not responsible for the performance or availability of PartnerStack or the PartnerStack Platform.
Definitions: The following terms shall have their respective meaning under the Agreement and any related Schedule:
“Affiliate” of a Party means any entity that the Party directly or indirectly controls, is under common control with, or is controlled by, where control means the ownership of more than fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s Affiliate as long as that interest is maintained.
“Confidential Information” means all information provided directly or indirectly by or on behalf of a Party and its Affiliates (the “Disclosing Party”), to the other Party (the “Receiving Party”) before, on, or after the date of this Agreement, whether orally or in writing, which is of a confidential nature or which would be reasonably considered as being confidential. Confidential Information shall include information relating to this Agreement which is not generally known to the public, non-public financial information/data, business plans or methods, product roadmaps and pricing and other commercially sensitive information, marketing strategies, sales projections, supplier lists/names, and Customer Data. Confidential Information does not include information that: (a) was or becomes generally known to the public through no fault or breach of the Agreement by the Receiving Party; (b) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (c) was rightfully obtained by the Receiving Party from a third party not under a duty of confidentiality and without restriction on use or disclosure; (d) was rightfully in the Receiving Party’s possession at the time of disclosure without restriction on use or disclosure; or (e) is disclosed by the Receiving Party with the Disclosing Party's prior written approval.
“Contentsquare Terms” means the Contentsquare terms of use located at https://contentsquare.com/legal/terms-conditions/ or such other terms of use provided by Contentsquare from time to time to govern Partner and Partner Customer’s use of the CS Service in accordance with the terms of this Agreement.
“CS Service” means the products and services (as applicable) provided by Contentsquare or its Affiliates under a Partner Customer Order Form, which may include software or other technology licensed to Contentsquare or its Affiliates from third parties and embedded into the services that Contentsquare or its Affiliates provides to Customer. For the avoidance of doubt, CS Service includes Script(s) and SDK(s) but does not include Third-Party Services (defined below).
“Intellectual Property Rights” means any and all intellectual property rights including, patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress and get-up, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor, mask work, and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property and industrial property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or may subsist now or in the future.
Program Addenda. From time to time, Partner and Contentsquare may enter into one or more Program Addenda stated to be incorporated into this Agreement (each a “Program Addendum”). In the event of a conflict between this Agreement and any Program Addendum, the applicable Program Addendum will govern.
Partner Fees and Appointment – Partner shall be appointed as the type(s) of partner as set out in its Membership Level set out in the Appendix to the Referrer Schedule below. Contentsquare shall have the right to move the Partner from one level to another at our discretion, the Tier membership requirements are a guide only.
Limited Licenses and IP Ownership.
Ownership of Background IP. Contentsquare, its affiliates or its licensors own all right, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Contentsquare Service and Documentation, any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder. Partner’s rights with respect to the foregoing are limited to the rights to use the CS Service and Documentation that are granted under this Agreement or the applicable Program Addendum for the purposes contemplated by this Agreement, and no other. All right, title, and interest in and to Contentsquare’s technology and intellectual property will remain solely with Contentsquare. Partner will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from or about any of the CS Service or technologies. Contentsquare reserves all rights not granted herein.
Trademarks. Unless otherwise set forth in a Program Addendum, Contentsquare and Partner each grant the other a license to use their respective names, trademarks, logos and services marks (“Marks”) in marketing and advertising collateral for the purpose of identifying the other as a business partner provided such use is in compliance with the trademark usage guidelines and policies given in writing by a party to the other party. The foregoing license grant includes a party’s right to: (a) display the Marks of the other party on its website; (b) describe the parties’ business relationship on its website; and (c) include a link from its website to the other party’s website. Such licenses will be nonexclusive, royalty-free, temporary licenses only. Partner will not use the Contentsquare Marks in any form of SEM or SEO activity, including without limitation, targeting or placing advertisements on keywords or phrases containing the Contentsquare Marks and name, or variations or misspellings of the same. For the avoidance of doubt, you may not bid on Pay per Click or Pay per Impression campaigns on any keywords or phrases containing the Contentsquare Marks or name, registered URLs, or on any variations, abbreviations, or misspellings of the same.
Term and Termination.
Term. This Agreement will commence as of the Effective Date and, unless sooner terminated as provided herein, will continue in effect for as long as there is an applicable Program Addendum in place (the “Term”). Each Program Addendum will continue for the period of time as stated in such Program Addendum (“Program Addendum Term”). The termination or expiration of one Program Addendum will not automatically terminate the main body of this Agreement or any other Program Addendum that might be in effect at the time.
Termination for Cause. If either party breaches or defaults in the performance of any provision of this Agreement or Program Addendum, the non-defaulting party may terminate the Agreement in its entirety by giving the defaulting party written notice of termination, unless the breach or default in performance is cured within 30 days after the defaulting party receives notice thereof. In addition, either party may terminate this Agreement and Program Addendum immediately upon written notice if (i) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors, or (ii) if the other party becomes a direct competitor or is acquired by a direct competitor of that party.
Termination for Convenience. Unless otherwise set forth in a Program Addendum, this Agreement or Program Addendum may be terminated at any time by Contentsquare with 30 calendar days’ written notice to Partner.
Effects of Termination. If the Agreement expires or is terminated for any reason, the parties will immediately cease using the other party’s intellectual property, documentation, or other party’s Confidential Information, except to the extent necessary to meet any ongoing obligations it has under this Agreement or a Program Addendum to the other party. Each party acknowledges and agrees that: (a) it has no expectation and has received no assurances that its business relationship with the other party will continue beyond the Term or that any investment by it under this Agreement will be recovered or recouped; and (b) it will not have any vested, proprietary or other continuing right to market, promote or sell any of the other party's products or services. No party shall be liable to any other party for any costs, damages, expenses, or losses of any kind or nature whatsoever resulting from the termination of this Agreement or Program Addendum in accordance with its terms, including without limitation any loss of expected or anticipated profits or any expenses incurred. Termination of this Agreement or a Program Addendum shall not, however, relieve any party of any obligations incurred, or liability arising with respect to any breach or violation of this Agreement or Program Addendum occurring, prior to the termination hereof or any violation or breach of any provision of this Agreement or Program Addendum that survives the termination. Sections that by their nature survive expiration or termination of this Agreement, including clauses 4-9, and 11, will survive any expiration or termination of this Agreement.
Warranties and Disclaimers.
Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
Warranty Disclaimer.
Subject to any statutory warranties that cannot be excluded and except as expressly stated in clause 7.1 above, neither party makes any warranties with respect to such party’s technology, products or services, or any other items or materials provided or made available by such party pursuant to this agreement, whether express or implied, arising by operation of law or otherwise, including, without limitation, any express or implied warranty of title, merchantability, fitness for a particular purpose, non-infringement, or warranty arising out of course of performance, course of dealing or usage of trade and party’s technology, products or services are supplied “as is”, “where is” and “with all faults”. Neither party will have the right to make or pass on any representation or warranty on behalf of the other to any third party.
Some jurisdictions may not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply. In that case such warranties are limited in duration to the minimum period required by law. no warranties apply after that period. a party may have other rights that vary from jurisdiction to jurisdiction.
Indemnification.
Indemnification Obligation. Each party (the “Indemnifying Party”) will defend the other party, and its employees, directors, agents, and representatives (collectively, the “Indemnified Party”), from any actual or threatened third party claim to the extent that it arises from: (a) the Indemnifying Party's breach of its confidentiality obligations in clause 10; (b) any alleged infringement by the Indemnifying Party of any third party intellectual property rights; (c) gross negligence or willful misconduct of the Indemnifying Party; or (d) the alleged breach of an agreement between the Indemnifying Party and any Customer (as defined in the applicable Program Addendum) (each of (a)-(d), a “Claim”).
Indemnification Procedures. The parties’ respective indemnification obligations above are conditioned on: (a) the Indemnified Party giving the Indemnifying Party prompt written notice of any Claim; (b) the Indemnifying Party having full and complete control over the defense and settlement of the Claim; (c) the Indemnified Party providing assistance in connection with the defense and settlement of the Claim as the Indemnifying Party may reasonably request; and (d) the Indemnified Party complying with any settlement or court order made in connection with the Claim. The Indemnifying Party will indemnify the Indemnified Party against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them by a court of competent jurisdiction in any Claim under this clause 8; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defense of such Claim); and (iii) if any Claim arising under this clause is settled by the Indemnifying Party or with its approval, then the Indemnifying Party will pay any amounts to any third party agreed to by the Indemnifying Party in settlement of any such Claims.
Indemnification Limitations for Third Party Infringement Claims. An Indemnifying Party will have no obligation under this clause 8 or otherwise solely to the extent the claim is based on: (i) any combination of the Indemnifying Party’s technology, products or services with technology, products or services not provided by the Indemnifying Party; (ii) use of Indemnifying Party’s technology, products or services for a purpose or in a manner for which the technology, products or services were not designed; (iii) use or distribution of any older version of the technology, products or services when use or distribution of a newer version or revision made available by an Indemnifying Party would have avoided the infringement; (iv) any modification to Indemnifying Party’s technology, products or services made without Indemnifying Party’s express written approval, (v) any modifications made to the technology, products or services by Indemnifying Party pursuant to the Indemnified Party’s specific instructions, or (vi) any intellectual property right owned or licensed by the Indemnified Party.
THIS SECTION 6 STATES AN INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDY AND THE INDEMNIFYING PARTY’S ENTIRE LIABILITY FOR ALL THIRD-PARTY CLAIMS.
Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE SECTION 6 OR BREACH BY A PARTY OF ANY OF ITS OBLIGATIONS UNDER SECTION 8, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 OR BREACH BY A PARTY OF ANY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR PARTNER’S PAYMENT OBLIGATIONS TO CONTENTSQUARE IN NO EVENT WILL EITHER PARTY’S LIABILITY TO EACH OTHER, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND, TO THE EXTENT PERMITTED BY LAW, STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT OR THE APPLICABLE PROGRAM ADDENDUM IN THE TWELVE MONTHS PRIOR TO THE DATE OF SUCH ACTION OR CLAIM.
Confidentiality.
Restricted Use and Nondisclosure. During and after the Term, the Receiving Party shall (a) use Confidential Information solely for the purposes of this Agreement, (b) not reproduce, disseminate, or disclose Confidential Information to any person, except at the request of the Disclosing Party or to the Receiving Party’s or its Affiliates’ employees, authorized representatives, contractors and advisers who need to know the Confidential Information for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as those in this clause 10, and (c) protect all Confidential Information with at least the same degree of care as it protects its own information of a similar nature.
Required Disclosure. If the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party will give prompt written notice to the Disclosing Party before making the disclosure, unless prohibited from doing so by legal or administrative process, and cooperate with the Disclosing Party to obtain, where reasonably available, an order protecting the Confidential Information from public disclosure.
Ownership. The Receiving Party acknowledges that, as between the Parties, all Confidential Information it receives from the Disclosing Party, including all copies thereof in the Receiving Party’s possession or control, in any media, is proprietary to and exclusively owned by the Disclosing Party. Nothing in the Agreement grants the Receiving Party any right, title or interest in or to any of the Disclosing Party’s Confidential Information. The Receiving Party’s incorporation of the Disclosing Party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.
Parties' Relationship. Except to the extent explicitly agreed in a Program Addendum, Contentsquare and Partner agree that this Agreement is non-exclusive and neither party will be prevented from entering into similar arrangements with other parties. The parties are independent contractors of each other in the performance of the obligations of this Agreement. Notwithstanding the identification of “Partner” in this Agreement, neither party will be considered the legal partner of the other party in any respect, and nothing in this Agreement or in the performance hereof will create or imply any joint venture, franchisee-franchisor relationship, or principal-agent relationship between the parties. Neither party will have any right, power or authority to create any obligation, express or implied, on behalf of the other party.
Anti-Bribery. Partner represents, warrants and agrees that:
No payment or promise of payment or anything of value has been or will be made or authorized (directly or indirectly) by Partner or any of its Affiliates (or by any of their employees, officers, directors, contractors or agents (or any of their employees, officers or directors, in the case of contractors or agents) (each a “Representative”)) to (i) any official, employee, representative, agent or active member of the armed services or of a governmental entity or instrumentality or of any public international organization or political party, or a candidate for political office (each a “Governmental Official”) or (ii) any employee, officer, director, contractor, or agent (or any of their employees, officers, or directors, in the case of contractors and agents) of any company to improperly influence or attempt to influence any act or decision in anyway relating to obtaining, retaining or directing any business, sale or transaction or securing any actual or potential financial, commercial or other improper advantage (a “Bribe”). As used herein, “Affiliates” means an entity or other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity; and the term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting securities, by contract or otherwise or ownership of more than 50% of the voting securities of an entity.
Neither Partner nor any of its Affiliates (nor any of their Representatives) has or will take any action that could cause Contentsquare or any of its Affiliates to be in violation of any anti-corruption law or regulation (an “Anti-Corruption Violation”), including, without limitation, the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act. Partner will immediately notify Contentsquare in writing upon becoming aware of any suspected, alleged or actual Bribe or Anti-Corruption Violation. Further, Partner will reasonably assist Contentsquare and/or, upon Contentsquare’s request, any governmental authority in investigating any suspected, alleged or actual Bribe or Anti-Corruption Violation.
As of the Effective Date, (i) neither Partner nor any of its Affiliates (or any of their employees, officers, directors or, to Partner’s knowledge, its contractors or agents) is a Government Official and (ii) no Representative has been (a) charged with, convicted of, or pleaded guilty to any offense involving fraud, corruption, moral turpitude or (b) listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise deemed ineligible for government procurement programs (any such status described in clause (ii), “Problem Status”). In the event Partner becomes aware of any Representative becoming a Government Official or Government Official candidate or having a Problem Status, Partner shall immediately notify Contentsquare in writing; in the event of such occurrence, Contentsquare shall have the right to terminate this Program Addendum upon ten (10) days’ written notice.
Partner will maintain detailed books and records of all expenses and all payments or other consideration provided to any person or party in connection with, or in any way relating to, this Program Addendum or the CS Service (collectively, “Records”). Upon reasonable notice, Partner will permit Contentsquare and/or its representatives to audit any and all such Records. Further, Partner will regularly audit its Records to monitor compliance with this clause 12 and promptly report to Contentsquare any evidence of noncompliance.
Promptly following Contentsquare’s request, Partner will execute and deliver to Contentsquare a certificate in the form provided by Contentsquare, pursuant to which Partner will certify to the truth and accuracy of the representations, warranties and agreements in this clause 12 as of the date of execution of such certificate. Additionally, following Contentsquare’s request, Partner will cause each of its Representatives (or such Representatives as may be specified by Contentsquare) to promptly execute and deliver to Contentsquare a certificate in the form attached hereto as Exhibit A.
Partner will exercise reasonable diligence in selecting, training and monitoring the activities of Representatives to ensure compliance with this clause 12.
Compliance with Policies. Partner shall, at all times, comply and ensure that its personnel comply with all Contentsquare's relevant policies and procedures applicable to Partner, as amended from time to time and notified to Partner. These will include, without limitation, Contentsquare’s Supplier Standards (https://contentsquare.com/legal/contentsquare-supplier-standards/) and Code of Conduct (https://contentsquare.com/legal/codes-of-conduct/).
Contentsquare Account. As part of Partner’s Membership, Partner may be provided with an account to access certain CS Service. Use of such account by Partner is non-transferable and may be used by Partner solely for training and testing purposes. Partner is restricted from using the Contentsquare Service for any other purpose and Contentsquare reserves the right to terminate access to such account at any time and for any reason. Use of such Contentsquare Service shall be subject to the Contentsquare Terms.
General.
Assignment. Partner may not assign its rights, duties, or obligations under this Agreement without Contentsquare’s prior written consent. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.
Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent using: (a) the Contentsquare electronic signature service; (b) by certified or registered mail; or (c) a nationally recognized overnight courier to the appropriate party at the address set forth on the first page of this Agreement and for notices to Contentsquare, a copy to legal@contentsquare.com. Either party may change its address for receipt of notice by notice to the other party in accordance with this clause. Notices are deemed given upon receipt if delivered using the Contentsquare service, five business days following the date of mailing, or one business day following delivery by a courier.
Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated party, or other similar causes), the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected party (a) provides the other party with prompt notice of the nature and expected duration of the event, (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such event, (c) provides periodic notice of relevant developments, and (d) provides prompt notice of the end of such event. Obligations to pay are excused only to the extent that payments are entirely prevented by the force majeure event.
Export Control. Partner acknowledges that the Contentsquare Products and Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Contentsquare makes available to its partners and Customers (collectively “Excluded Data”), is subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”). Partner represents and warrants that: (i) it is not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) it will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business. Partner is solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Contentsquare Service.
Contentsquare Contracting Entity, Governing Law and Venue, Local Addendum. Unless otherwise stated in the Order Form, the Contentsquare Contracting Entity, the governing law in any dispute or lawsuit arising out of or in connection with this Agreement, the courts that have jurisdiction over any such dispute or lawsuit and applicable Local Addendum, depend on where the Partner is domiciled, as set forth at https://contentsquare.com/legal/entity-schedule/. This Agreement is governed by the applicable governing law as indicated above without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods.
Interpretation. The Program Addenda, schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Business Forms. No terms, provisions or conditions of any Partner order form, report, purchase order, acknowledgement, or other business form that Partner may use in connection with this Agreement will have any effect on the rights, duties, or obligations of the parties under this Agreement, regardless of any failure of by Contentsquare to object to such terms, provisions, or conditions. Any such additional or conflicting terms and conditions are hereby rejected by Contentsquare. Contentsquare’s performance under any said Partner forms will not be deemed acceptance of the additional or different terms.
Attorney’s Fees. In the event that any party institutes any legal suit, action or proceeding, including arbitration, against the other party to enforce the conditions and covenants contained in this Agreement or obtain any other remedy in respect of any breach arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.
Equitable Relief. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
Expenses. All costs and expenses incurred in connection with this Agreement and Program Addendum and the transactions contemplated therein shall be paid by the party incurring such costs and expenses.
Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, it will, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties. If such modification is not possible, the provision will be severed from this Agreement, and the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
Entire Agreement. This Agreement, including its Program Addendum(s), is the final and complete expression of the agreement between these parties regarding the subject matter of such Program Addendum(s). This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters. This Agreement, including any Program Addendum(s), may be changed only by a written agreement signed by an authorized agent of both parties.
Third Party Rights. Other than as expressly set out in an Addendum, this Agreement does not create any rights for any person or party who is not a party to it (including under the Contracts Rights of Third Parties Act 1999), and no such person or party may enforce any of terms, or rely on any exclusion or limitation contained in, this Agreement.
Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Referrer Supplemental Terms Schedule
THIS SCHEDULE SHALL BE PART OF AND GOVERNED BY THE TERMS OF THE CONTENTSQUARE MASTER PARTNER AGREEMENT SIGNED BY THE PARTIES. ANY CAPITALISED TERM NOT SPECIFICALLY DEFINED UNDER THIS SCHEDULE SHALL HAVE THE MEANING ASSIGNED TO IT UNDER THE CONTENTSQUARE MASTER PARTNER AGREEMENT.
Introduction. Partner is aware or may become aware of the availability of certain potential clients which may be interested in engaging Contentsquare (“Potential Client”) and wishes to introduce such Potential Clients to Contentsquare. A Potential Client is a business that the Partner has qualified, including, but not limited to the Potential Client explicitly expressing an interest and/or need in the Contentsquare Solution. A “Potential Client” may also be an existing client that is interested in upsell, cross-sell, or renewal of their account with Contentsquare.
Scope.
Subject to the terms of the Agreement, Contentsquare authorises Partner on a nonexclusive, non-assignable and non-transferable limited basis to identify and refer Potential Clients in the Territory to transact with Contentsquare for Services to be sold and provided by Contentsquare. The Parties are and will be independent contractors, and this Schedule provides for a referral relationship only. Unless otherwise specifically agreed under the Agreement, neither Party will sell, license, sublicense, or resell the other Party's products or services hereunder.
Referral Process:
There are two ways for partners to refer Potential Clients to Contentsquare: Referral link and Deal registration. The Partner shall comply with the process set out at the Contentsquare Solution and Technology Partner Program Playbooks, which they can find on the Partner Portal.
Referral Link
“Referral link” means a unique URL link, provided to the Partner via the PartnerStack Platform, that allows Contentsquare to recognise a new customer as being referred to Contentsquare by the Partner. Referral links apply only to new customers purchasing self-serve Growth plans.
Partner shall share the Referral link with the Potential Client to create a new account on the website.
Referral tracking in PartnerStack relies on browser cookies. Attribution can fail if a customer clears their cookies, switches browsers or devices, or clicks another partner’s link before purchasing. Cookies also expire after 90 days
PartnerStack uses last-click attribution. If a customer clicks multiple referral links, the most recent link before account creation receives credit.
Deal Registration Form
“Deal Registration Form” means a form available in the Contentsquare Partner Portal under the “Deals” tab. Deal registrations apply to new clients evaluating Pro or Enterprise plans, as well as an existing customer on an upsell, cross-sell, or renewal.
Partner shall notify Contentsquare in a Deal Registration Form of any relevant Potential Clients, including the name of the Potential Client and a contact with contact details
The Deal Registration Form must include sufficient information that will allow Contentsquare to identify the Potential Client and if needed pursue the business opportunity provided by Partner, including without limitation, business/organisation name, contact person with budget control or influence, contact information and description of the opportunity.
At the time that the Partner submits the Potential Client’s contact information to Contentsquare under the Deal registration, the Potential Client must not be currently entered into Contentsquare’s lead and customer management system as an active opportunity.
Upon receipt of such Deal Registration Form, Contentsquare may, at its sole discretion, either approve or reject such Deal Registration Form. If Contentsquare has not rejected a Deal Registration Form within seven Business Days of the Deal Registration Form being submitted by Partner, the relevant Referred Client shall be deemed to have been rejected by Contentsquare. A Referred Client that has been approved by Contentsquare pursuant to this Section 2.2.2 shall be referred herein as an “Approved Potential Client”. For the avoidance of doubt, Contentsquare shall have sole discretion whether to approve or reject any third party as an Approved Potential Client.
Partner shall introduce Contentsquare and the Approved Potential Client by email, video call / virtual meeting or telephone call, following which, Contentsquare shall attempt to arrange a meeting with the Approved Potential Client to discuss the partner opportunity as described in the Deal Registration Form.
If: (i) Contentsquare and the Approved Potential Client have not arranged a meeting within 30 days of the date on which the Partner submitted the relevant Deal Registration Form; (ii) Contentsquare reasonably deems the referral to no longer be viable due to lack of interest, lack of meaningful interaction from the Approved Referred Client (and not due to any of Contentsquare’s acts or omissions); then the referral shall no longer be live. Contentsquare shall act in good faith when assessing whether a referral is viable
If two or more Contentsquare partners submit the same Potential Client to Contentsquare under the Deal registration within a six-month period, the first partner to submit the Potential Client will earn a Partner Referral Commission unless (i) the referral by the first partner is “closed” in Contentsquare’s systems due to inability to complete a sale, and (ii) the eventual sale is the direct result of the subsequent referral that occurs after the opportunity is “closed.”
Clients that have created an account using the Partner’s unique Referral link, or Deal registrations that were submitted by the Partner and ‘Closed Won’ (meaning that Contentsquare enters into an agreement with the Approved Potential Client referred by the Partner for the purchase of CS Services), shall be defined as as “Referred Clients”. Your Referred Clients are expected to appear in your PartnerStack account within a reasonable period. While we make our best efforts to ensure timely updates, there may be occasional delays.
General Eligibility. To be eligible to earn any Partner Referral Commission, the following conditions must be met:
You may not use the Partner Program to earn Referral Fees for your own accounts or personal use of the Services.
If Partner receives Partner Referral Commission under this Agreement, Partner will not be eligible to receive Partner Referral Commission under any other Contentsquare partner program for the same order of services.
The Referred Client’s purchase must not have been ordered through a third party, including without limitation a reseller.
Contentsquare must have received full payment of all applicable fees from the Referred Client.
Partner will be eligible for Partner Referral Commission attributable to Referred Clients submitted by Partner after the Effective Date.
Contentsquare, acting reasonably, reserves the right to exclude or reject the partner from such commissions, rewards and incentives at any time.
It is agreed that (i) the conduct of negotiations, Partner involvement in the negotiations, and the terms and conditions upon which Contentsquare may enter into an agreement with an Approved Potential Client shall be subject to Contentsquare’s sole discretion and approval; and (ii) nothing herein shall be interpreted as requiring Contentsquare to enter into an agreement with any Approved Potential Client.
Partner acknowledges that nothing herein shall be deemed to impose any restriction or limitation on Contentsquare’s activities or business endeavors in any manner, time, or place including, without limitation: (i) Contentsquare’s right to enter into any kind of referral agreements with third parties with regard to identifying and finding potential clients and; (ii) Contentsquare's right to negotiate directly with any potential client.
Partner represents and warrants that it will not act as an agent of Contentsquare and it will not represent Contentsquare in the negotiations with any of the Potential Clients. Additionally, Partner will not make any representation, will not take any commitment on behalf of Contentsquare and shall not have the right to bind Contentsquare in any manner whatsoever. In all initial contacts between Partner and any potential client, Partner will explicitly declare and represent the abovementioned. Notwithstanding the foregoing, upon request by Contentsquare, Partner will: (i) provide a personal introduction to the Potential Client contact person(s); (ii) attend initial and follow-up meetings with the Potential Client representatives; and (iii) be available in a commercially reasonable manner to advise Contentsquare regarding the Potential Client and participate with Contentsquare in the sale process on an “as needed” basis as determined by Contentsquare in its sole discretion.
Links and Images.
Contentsquare shall make available to Partner a variety of graphic and textual images that serve to identify Partner as a member of this Program (“Contentsquare Images”) and that may be used in hypertext links from Partner’s website to Contentsquare ’s website (“Contentsquare Links”) and for marketing the Services. Partner may, subject to the terms and conditions herein, display Contentsquare Links as often and in as many areas on Partner’s website as Partner desires; however, the Contentsquare Links must land on the page on Contentsquare ’s website designated by Contentsquare . Partner shall not use Contentsquare Images or Contentsquare Links to direct traffic to any other web site or page. Partner shall cooperate fully with Contentsquare in establishing and maintaining Contentsquare Links. Partner shall only display Contentsquare Images provided to Partner by Contentsquare . Contentsquare may change or remove Contentsquare Images from time to time in its sole discretion, and Partner shall promptly update its website and any affected Contentsquare Links.
Partner shall make available to Contentsquare a variety of graphic and textual images that serve to identify Contentsquare as its partner (“Partner Images”) and that will establish hypertext links from Contentsquare ’s website to Partner’s website (“Partner Links”) and for Contentsquare to use in marketing Partner’s services. Contentsquare may, subject to the terms and conditions herein, display Partner Links as often and in as many areas on Contentsquare ’s website as Contentsquare desires; however, Partner Links must land on the page on Partner’s website designated by Partner. Contentsquare shall not use Partner Images or Partner Links to direct traffic to any other web site or page. Contentsquare shall cooperate fully with Partner in establishing and maintaining Partner Links. Contentsquare shall only display Partner Images provided to Contentsquare by Partner. Partner may change or remove Partner Images from time to time in its sole discretion, and Contentsquare shall promptly update its website and any affected Partner Links.
Consideration.
If a Partner’s Referred Client makes a payment to Contentsquare in connection with the Referral Link use or Deal Registration Form , Partner will be entitled to referral compensation in accordance with the applicable commission scheme described in the Appendix. The applicable commission scheme may differ depending on whether the Partner is a part of the Solution or Technology Partner Program. The specific terms, rates, timeframes, and eligible revenue components for each partner type are set forth in Appendix. For clarity, commissions will be calculated only on recurring software revenue, and will exclude any revenue from professional services or any other products or services that Contentsquare may exclude in its sole discretion.
The Partner Referral Commission, if applicable, will be paid by Contentsquare to PartnerStack and PartnerStack will process and distribute the Referral Fees through the Partnerstack payment portal, in accordance with PartnerStack’s terms of use. The Fees shall be paid within 27 to 58 days from the day Contentsquare has actually received the amounts, and are subject to any tax withholding as required under any applicable law. We may experience delays to the above timeline from time to time.
Once the Referral Fees have been distributed to Partner, Partner will need to add a payment provider to their PartnerStack account to withdraw the funds. Each payment provider has different country availability, withdrawal processing times and holds processing fees, which will be paid by the Partner
Partner can only withdraw once their balance reaches at least $5 USD
PartnerStack does not support partial payouts. When the Partner withdraws, their entire available balance is cashed out
Commissions left unclaimed for more than 2 years incur a monthly 8.33% late fee until withdrawn. After 3 years, unclaimed commissions expire and can’t be recovered.
Payments from Customers that are refunded or for which a chargeback has been submitted do not qualify for Referral Fees
We may delay the credit of Referral Fees to you, and therefore delay the payment by PartnerStack, due to risk analysis considerations and Anti-Money Laundering procedures. If we suspect or detect fraud, we will suspend your participation in the Partner Program while we investigate further.
Where you have already received payment in relation to fraudulent activities, Contentsquare reserves the right to: a) apply a credit on your future Referral Fees or to demand a reimbursement from you; and b) disqualify Referral Fees earned through fraudulent or illegal methods
The consideration detailed in this section 3 is final and absolute, and Partner shall not be entitled to any additional compensation and/or expenses, unless otherwise agreed upon by the Parties in writing. For the avoidance of doubt, it is agreed that Partner does not, and shall not have any right or claim to receive and or review Contentsquare's Financial Statements or any other records.
For the purposes of this Agreement:
“Net Commissionable Revenue” shall mean the fees received by Contentsquare from Referred Clients, after deduction of all the following to the extent applicable to such license: (a) all trade, case and quantity credits, discounts, refunds or rebates; (b) allowances or credits for returns; (c) sales taxes (including value-added tax) or other governmental charges levied on the production, sale, transportation, import, export, delivery or use of the product; and does not include any consideration paid to Contentsquare on account of customisation and technical support, development services, review and consulting services and/or other professional services; and
“Partner Referral Commission” shall mean the amount Partner is entitled to receive pursuant to the terms of this Referrer Schedule.
Partner shall bear and pay all taxes in connection with this Agreement and the consideration payable (if any) hereunder. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Partner, Contentsquare may withhold said tax at the rate set forth in the certification issued by the appropriate taxing authority and provided to Contentsquare by Partner, or in the absence of such certification, at the rate determined by law.
4. Challenges
4.1 From time to time, and at Contentsquare’s sole discretion, Contentsquare may introduce certain challenges or other bonus programs that will entitle Partners in general or a specific selection of partners as selected by Contentsquare, to strive to win specific monetary or non-monetary rewards. Depending on the challenges, such rewards will be awarded by Partnerstack in your Partnerstack account or by Contentsquare directly.
4.2 Contentsquare, acting reasonably, reserves the right to exclude or reject you from such challenges, bonus programs and/or rewards, and to introduce, amend, or cancel challenges, bonus programs and/or rewards at any time.
Appendix: Partner Referral Commissions
Partner Membership Level:
We reserve the right to move partners from one level to the other. The following requirements serve as guidelines only:
Tier | Cert Required | Financial Commitments |
Premier | Sales | $2M Under Management AND $500k ACV Growth |
Select | Sales | $100k ACV Growth |
Member | No | None |
Clarifying notes:
“ACV Growth” means the increase in the total committed fees payable by the customer in a twelve (12) month period under the contract, excluding one-time fees, professional services, taxes, and any amounts designated as non-recurring
Referral Commission Scheme:
Tier | Referral Links (Growth Plans only) | Deal Registration Form (Pro & Enterprise Plans) |
Premier | 15% ACV | Referral only: 10% ACV + 5% as MDF OR Referral & Co-Selling: 25% TCV + 5% as MDF |
Select | 15% ACV | Referral only: 10% ACV OR Referral & Co-Selling: 25% TCV |
Member | 15% ACV | Referral: 10% ACV |
Clarifying notes:
Annual Contract Value (ACV): the value of the customer’s payments over 12 months
Total Contract Value (TCV): the full value of the customer’s contract over its entire duration
Marketing Development Funds (MDF): budget provided by Contentsquare to help Premier partners with co-marketing and go-to-market activities
Commissions are never paid upfront—they’re tied to actual customer payments received during the contract. For ACV deals, you’ll earn on any payments the customer makes during their first 12 months. For TCV deals, you’ll earn on payments made throughout the full contract period, but only on the committed value (not optional add-ons).
For existing customers, commissions are based on the incremental ACV or TCV growth you bring—for example, the upsell value added through the opportunity linked to your Deal Registration Form submission.
Renewals are only eligible for co-sell commissions. If you’re involved alongside Contentsquare’s sales team in renewing an existing customer, you’ll be rewarded based on your co-sell role. Stand-alone renewals without co-sell involvement do not qualify for commission.
For clarity, commissions will be calculated on recurring software revenue only, and will exclude revenue from professional services or any other products or services that Contentsquare may exclude in its sole discretion.