Agreement

This Referral Partner Agreement (“Agreement”) is by and between Jotform Inc. (“Jotform”) and the party whose name and signature are affixed below (“Applicant” or, if accepted as a referral partner, “Referral Partner”). This Agreement shall become effective as of the date (“Effective Date”) that the party, after having applied to become a Referral Partner, has been accepted by Jotform as a Referral Partner. Jotform and Partner are referred to herein each as a “Party” and together as the “Parties”.

This Agreement will not apply unless Jotform has accepted the party as a Referral Partner.

The purpose of this Agreement is to set forth the Parties’ rights and responsibilities regarding Partner referring potential customers to Jotform, in exchange for a commission when the party becomes a paying Jotform customer, subject to the terms of this Agreement, as follows:

1. Application / Acceptance

A. To become a Referral Partner, the party must apply on the web page provided by Jotform. Jotform will provide the link to such web page to the party by email. Jotform, in its sole discretion, may accept the application. If Jotform accepts the application, the applicant shall be considered a Referral Partner. Referral Partner shall, upon such acceptance, be bound by the terms hereof, as shall Jotform.

B. Partner may not be or act as both a Referral Partner and an Affiliate Partner at the same time. Information about Jotform’s partner programs is set forth here. This Agreement shall not apply or be enforceable by Partner if Partner is an Affiliate Partner at the time Partner applies to become a Referral Partner; if Partner wishes to become a Referral Partner, Partner must first formally withdraw as an Affiliate Partner.

2. Referrals

A. Partner shall, during the Term hereof, use best efforts to consistently and regularly refer potential customers (“Potential Customer(s)”) to Jotform. A Potential Customer is one who/that meets all of the following criteria:

(i) The party is, at the time of the referral, one who has discussed Jotform with the Referral Partner within the prior thirty (30) days; and

(ii) In such discussions, the party expressed to Referral Partner what reasonably appears to be genuine interest in obtaining a subscription from Jotform; and

(iii) Jotform (a) does not already have an existing or prior business relationship with such party and (b) has not already been pursuing or intending to pursue such a relationship with the party; and

(iv) Referral Partner has made a referral of the Potential Customer to Jotform (“Referral”) by registering the party on the registration web page provided by Jotform.

B. Jotform shall consider all Referrals in good faith. Jotform in its sole discretion (i) may reject or not pursue any Referral for any reason, (ii) shall determine the efforts it expends, if any, in attempting to get the party to sign up for a subscription, (iii) shall determine the price and the fees of and pertaining to the party’s subscription, and (iv) may terminate its relationship with the party at any time for any business reason.

C. A party who is the subject of a Referral and who signs up for and pays for a Subscription shall be called a “Customer” for purposes of this Agreement.

D. Referrals from multiple partners to the same Potential Customer will be processed on a first-in basis. If two partners refer the same party (registering them as required in Section 2A(iv) above), any Commission(s) to be paid will be paid to the partner who submitted the partner who first made the referral. Jotform reserves the right to split the Commission among two or more partners if in its sole discretion paying a Commission to only the first partner would be unfair to the other partner(s).

E. If and when Partner (i) refers another potential partner to Jotform, for that other potential partner to become a Referral Partner, and (ii) that party is accepted by Jotform as a Referral Partner, and (iii) that other party / Referral Partner refers a party to Jotform that becomes a Customer, and (iv) that Customer pays Jotform US$1,000 or more in subscription fees, Jotform will pay Partner a one-time commission of US$250.

3. Commissions / Payments

A. Jotform shall pay Partner shall be paid a commission (“Commission”) of thirty-percent (30%) of the applicable fees actually paid to Jotform by Customers, as follows:

(i) Commissions shall be based on basic subscription fees and fees for expansions, renewals, and upgrades.

(ii) Commissions shall not be based on (a) any of the following: one-time fees or charges, including but not limited to fees or charges for onboarding, server set-up, increases in storage space, and the like; fees for professional services engagements, amounts paid by the Customer for taxes, or for interest that has accrued due to late payment by the Customer, or (b) refunds: Where Jotform has refunded money to a Customer, this will reduce the amount of the payment deemed made by the Customer; if the Commission has already been paid before the refund was made, an adjustment (reduction) to the next Commission paid to Partner will be made.

(iii) Commissions shall be processed by Jotform within sixty (60) days after the Customer has paid Jotform.

Commission examples:

#1: An Enterprise Customer pays Jotform $10,000 in January (Enterprise fees are usually due in the first month of a 12 month subscription period): Partner would be due a Commission of $3,000 (30% of $10,000).

#2: Same as Example #1, but the Customer incurs additional fees of $5,000 after paying the $10,000, such as fees to add additional users or for increased storage space, and Customer pays the $5,000 in March of the same year: In this case, Partner would be due an additional Commission of $1,500 (30% of $5,000).

#3: A Customer with a monthly “Gold” subscription ($99 due each month based on the prices applicable as of the Effective Date of this Agreement) pays $99 each month: Partner would be due a Commission of $29.70 each month, beginning in the month after the Customer’s first payment of $99.

#4: Same as Example #3, but the Customer pays for the full year up front for a BSG annual plan: Partner would receive 1/12 of the total Commission owed per month starting two months after the Customer makes the up-front payment.

(iv) Partner shall receive such commissions for as long as the Customer remains a Jotform subscriber.

4. No Agency

A. The Parties agree that Partner is not an agent or representative of Jotform, and that Partner shall have no right to hold Partner out as such when discussing Jotform with third parties, or to bind Jotform to any contract, agreement, price, conditions, or contractual terms or obligations.

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

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

5. Term and Termination

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

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

C. Jotform may terminate this Agreement on fifteen (15) days written notice if Partner has liquidated, ceased or terminated its operations, terminated, declared insolvency, or petitioned for bankruptcy.

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

E. In the event of a termination of this Agreement for any reason, (i) all of Partner’s rights under this Agreement shall immediately terminate as of the effective date of a termination, and (ii) Partner shall be paid Commissions that were due and owing under Section 3 hereof as of the date of such termination.

6. Intellectual Property Rights / Confidential Information

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

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

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

7. General Provisions

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

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

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

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

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

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

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

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

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

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

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

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

8. Signatures

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