This Crossing Minds Partner Program Agreement (“Agreement”) is between Crossing Minds Inc. (“Crossing Minds”) and the entity or person (“Partner” or “you”) registering to join Crossing Minds’ partner program (the “Program”). This Agreement consists of the terms and conditions set forth below, the Program Policies (defined below) and any Partner Plans entered between the parties. If you are participating in the Program on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “Partner” or “you” reference your company. Definitions of capitalized terms are found in Section 14 (Definitions) or contextually below.
The effective date of this Agreement (“Effective Date”) is the earlier of the date on which you click, e-sign or otherwise indicate your acceptance of this Agreement. Crossing Minds may modify this Agreement from time to time as permitted in Section 12 (Modifications).
By indicating your acceptance of this Agreement you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.
1. Program. Welcome to the Program! Under the Program, Partner has the rights and responsibilities described in this Agreement, the Program Policies and any mutually executed plans describing Program activities (“Partner Plans”).
2. Partner Use of the Crossing Minds Services. Crossing Minds may provide Partner a limited free account for the Services for use under this Section 2, if appropriate.
2.1 Partner Rights. Subject to this Agreement, during the Term, Partner may use the Services solely for internal training and testing and for demonstrations to prospective Customers. Use is subject to the API Usage Maximum, any other limits in the Program Policies or Partner Plans and any documentation provided by Crossing Minds. Partner will keep its login credentials to the Services confidential and will not share them with anyone else.
2.2 No Production Use or Real Data. Partner may not use the Services for production purposes or for any purpose other than as permitted in Section 2.1 (Partner Rights). Partner agrees to use only non-production test data (“dummy data”) with the Services, not any production data, personal information or Customer data.
2.3 Restrictions. Partner will not (and will not permit anyone else to) do any of the following: (a) resell, provide access to, distribute or sublicense the Services to a third party (including Customers), (b) use the Services on behalf of, or to provide any product or service to, third parties, (c) use the Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by law (and then only with prior notice to Crossing Minds), (e) modify or create derivative works of the Services or copy any element of the Services, (f) remove or obscure any proprietary notices in the Services, (g) publish benchmarks or performance information about the Services, (h) interfere with the Services’ operation, circumvent their access restrictions or conduct any security or vulnerability test of the Services or (i) transmit any viruses, illegal content or other harmful materials to the Services.
2.4 Termination and Disclaimers. At any time and for any reason, either party may terminate Partner’s access to the Services and Crossing Minds may access, modify or delete any Partner data in the Services. Crossing Minds has no support, warranty, service level or other obligations for the Services and no storage, security, confidentiality or privacy obligations for any Partner data in the Services.
2.5 Separate Customer Agreement. This Section 2 does not modify any separate Customer Agreement between Partner and Crossing Minds for Partner’s use of the Services.
3. Use of the Services by Customers. To use the Services, Customers must create their own accounts and accept the Customer Agreement directly with Crossing Minds. Partner may not do so on a Customer’s behalf. Partner may only access a Customer’s account as separately arranged between Partner and the Customer.
4.1 Use of Brand Elements. During the Term, subject to this Agreement, each party grants the other party the right to use and display its Brand Elements solely to identify the parties’ relationship under this Agreement and for mutually agreed marketing activities. Rights granted in this Agreement are non-exclusive and (except as set out in this Agreement) non-sublicensable and non-transferable.
4.2 Approvals and Usage Limits. Use of a party’s Brand Elements is subject to its prior approval and any usage guidelines it provides in writing, including, for Crossing Minds, the Crossing Minds Brand Guidelines. After initial approval, substantially similar uses do not require subsequent approval. In addition, any press release or other public announcement relating to this Agreement must be approved by each party in advance. Partner hereby approves Crossing Minds’ use of Partner’s Brand Elements to promote Partner’s participation in the Program. Each party will promptly cease any problematic use of the other party’s Brand Elements upon request.
4.3 No Disparagement. Partner will not disparage Crossing Minds or the Services and will promote the Services in a balanced and equitable manner compared to any Competing Services.
5. Intellectual Property Rights.
5.2 Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Crossing Minds’ use rights in this Agreement, Partner retains all intellectual property and other rights in its Brand Elements (including all goodwill arising from their use). Except for Partner’s use rights in this Agreement, Crossing Minds and its licensors retain all intellectual property and other rights in its Brand Elements (including all goodwill arising from their use), the Services and any related Crossing Minds technology, templates, formats and dashboards, including any modifications or improvements to these items made by Crossing Minds.
5.2 Developer Platform. This Agreement does not grant any rights to the Crossing Minds Platform. Neither party is developing intellectual property under this Agreement with, on behalf of or to be provided to the other party.
5.3 Feedback. If either party provides the other party with feedback about the other party’s offerings, the recipient may use the feedback without restriction. This is not a license under the feedback provider’s patent rights.
6. No Fees or Expenses. Except as expressly set out in a Partner Plan, there are no fees, revenue share or other amounts due from either party to the other under this Agreement. Each party is solely responsible for its expenses and costs of performing under this Agreement.
7. Term of Agreement.
7.1 Term. This Agreement will have an initial term of 12 months and will renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current term ends (the “Term”).
7.2 Termination. Either party may terminate this Agreement for no reason or any reason upon 60 days’ notice to the other party. Either party may also terminate this Agreement if the other party fails to cure a material breach of this Agreement within 30 days after notice of such breach. Crossing Minds may terminate this Agreement effective immediately upon notice if it ceases to offer the Program or if it determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation or users.
7.3 Effect of Termination. Upon any expiration or termination of this Agreement, (a) all licenses granted under this Agreement will terminate, (b) each party will cease using the other party’s Brand Elements under Section 4 (Marketing) (subject to a reasonable take-down period) and Partner will cease using the Services under Section 2 (Partner Use of Services) and (c) the receiving party will delete the disclosing party’s Confidential Information and if requested certify deletion. Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions. Neither party will have any liability arising solely from a permitted termination of this Agreement.
7.4 Survival. These Sections survive termination or expiration of this Agreement: Sections 2.3 (Restrictions), 4.2 (Approvals and Usage Limits), 5 (Intellectual Property Rights), 7.3 (Effect of Termination), 7.4 (Survival), 8.3 (Disclaimer of Warranties), 9 (Indemnification), 10 (Confidential Information),11 (Limitation of Remedies and Damages), 13 (General), 14 (Definitions) and any restrictions provisions of a Partner Plan or any other provisions which are designated to survive under a Partner Plan. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
8. Conduct and Warranties.
8.1 Conduct. In performing this Agreement, neither party will (a) hold itself out as a reseller or distributor of the other party’s services, (b) engage in any misleading or deceptive conduct detrimental to the other party or (c) make any representations, warranties or commitments on behalf of the other party or regarding the other party’s services.
8.2 Warranties. Each party represents and warrants to the other that (a) it has the required power and authority to enter into and perform its obligations in this Agreement, (b) its acceptance and performance of this Agreement will not violate any other agreement to which it is a party and (c) it will comply with all applicable laws in its performance of this Agreement, including Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.
8.3 Disclaimer of Warranties. Except as expressly set out in this Agreement, neither party makes any warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Crossing Minds provides the Services, its Brand Elements and all other materials “AS IS” and “AS AVAILABLE.”
9.1 Obligations. Each party will defend, indemnify and hold harmless the other party and its officers, directors, employees, representatives and agents from and against any third-party claims, demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) to the extent arising from or relating to (a) an allegation that the indemnifying party’s Brand Elements, when used as authorized in this Agreement, infringe third-party trademark or copyright rights or (b) the indemnifying party’s breach of Section 8 (Conduct and Warranties).
9.2 Procedures. The indemnifying party’s obligations in this Section are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than ceasing use of infringing materials). The indemnified party may participate in a claim with its own counsel at its own expense.
10. Confidential Information.
10.1 Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Crossing Minds’ Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services.
10.2 Obligations. As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.
10.3 Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
10.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.
11. Limitation of Remedies and Damages.
11.1 Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
11.2 Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in the aggregate the greater of (a) $10,000 or (b) the amounts paid by Crossing Minds to Partner under a Partner Plan.
11.3 Excluded Claims. “Excluded Claims” means (a) either party’s breach of Section 10 (Confidential Information), (b) amounts payable to third parties by the indemnifying party under Section 9 (Indemnification) (“Indemnity Liability) or (c) Partner’s breach of Section 2.2 (No Production Use or Real Data), Section 2.3 (Restrictions) or the restrictions provisions of any Partner Plan. However, the indemnifying party’s aggregate Indemnity Liability is limited to $1,000,000.
11.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
12. Modifications. Crossing Minds may modify this Agreement (including any Partner Plan or the Program Policies) from time to time with notice to Partner, and such modifications will take effect on the effective date indicated by Crossing Minds. If Partner objects to the proposed modifications, Partner’s exclusive remedy is to terminate this Agreement for convenience in accordance with Section 7.2 (Termination). Once the modified Agreement takes effect Partner’s continued participation the Program constitutes its acceptance of the modifications. Crossing Minds may require Partner to click to accept the modified Agreement.
13.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets related to this Agreement or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
13.2 Affiliates and Contractors. Each party may use its affiliates and contractors to exercise its rights and fulfill its obligations, but remains responsible for their compliance with this Agreement.
13.3 Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California, and both parties submit to the personal jurisdiction of those courts.
13.4 Notices. Notices, approvals and consents under this Agreement must be in writing. If to Crossing Minds, notices must be provided to: Crossing Minds Inc., 22 Rausch St. Suite B San Francisco, CA 94103, Attn: Crossing Minds Legal (with a copy also provided to contact@Crossing Minds.com). Either party may update its address with notice to the other party.
13.5 Entire Agreement. This Agreement (which includes Program Policies and any Partner Plans) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
13.6 Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Crossing Minds.
13.7 Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
13.8 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
13.9 Relationship of the Parties. The parties are independent contractors, not agents, joint venturers or partners, despite use of the term “Partner”. Except as set out in Section 4.3 (No Disparagement), this Agreement does not limit either party from entering into any partner, customer, referral, resale or other agreement with any party during or after the Term. Nothing limits Crossing Minds in managing its relationships with Customers.
13.10 Export. Partner agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. Partner (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
13.11 Government End-Users. The Services and related documentation were developed at private expense and are “commercial items”, “commercial computer software”, “commercial computer software documentation” and “technical data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. All use on behalf of the U.S. Government is limited as set out in this Agreement.
“Anti-Corruption Laws” means all applicable anti-bribery and anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
“Brand Elements” means the trademarks, service marks, names, logos, images, collateral or similar materials provided by a party for use under this Agreement.
“Competing Service” means any service offering similar functionality to the Services, including any service offering customer data infrastructure, data integration or data governance services.
“Customer” means a prospective or actual customer of the Services.
“Customer Agreement” means the then-current version of Crossing Minds’s Terms of Service or other applicable customer agreement with Crossing Minds.
“API Usage Maximum” means (ii) 1,000,000 API calls per month.
Crossing Minds Partner Program Agreement
Partner Plan for Referrals
This Partner Plan for Referrals (“Partner Plan”) is between Crossing Minds, Inc. (“Crossing Minds”)and the entity or person (“Partner” or “you”) signing up to register prospective Customer opportunities and receive referral fees. This Partner Plan is incorporated into the Crossing Minds Partner Program Agreement between Partner and Crossing Minds (“Agreement”). If you are entering into this Partner Plan on behalf of your company, you represent that you are authorized to accept this Partner Plan on behalf of your company, and all references to “Partner” or “you” reference your company. Capitalized terms not defined herein have the meanings given in the Agreement.
The “Effective Date” of this Partner Plan is the date on which you click, e-sign or otherwise indicate your acceptance of this Partner Plan. Crossing Minds may modify this Partner Plan from time to time as permitted in the Agreement.
By indicating your acceptance of this Partner Plan, you are agreeing to be bound by the terms and conditions of this Partner Plan. Each party expressly agrees that this Partner Plan is legally binding upon it.
1. Registration. Partner will register prospective Customer opportunities through firstname.lastname@example.org a written deal registration process designated by Crossing Minds.
2. Acceptance; Registered Opportunities. Crossing Minds has sole discretion whether to accept an opportunity and may reject an opportunity for any reason, including if the prospective Customer (a) is an existing or past customer of Crossing Minds, (b) is already in discussions with Crossing Minds or one of its affiliates, (c) has already been registered by another partner or (d) is unlikely to qualify for a subscription to the Services under a “Business” plan in Crossing Minds’s reasonable determination. If Crossing Minds does not respond to a potential opportunity within 5 days of registration, it is deemed rejected. Opportunities that Crossing Minds accepts in writing and for which it provides Partner a unique registration number are “Registered Opportunities”.
3. Scope and Expiration. Each Registered Opportunity applies only to the specific Customer opportunity it identifies, not to any other sale or renewal (including to that Customer or its affiliates). Registered Opportunities expire 90 days after registration unless Crossing Minds specifies another period in writing at the time of acceptance.
4. Sales Efforts. For each Registered Opportunity, Partner must (a) actively introduce Crossing Minds to the prospective Customer, which at minimum includes introduction to an executive with budgetary responsibility for the department which would purchase a subscription to the Services, (b) arrange an initial meeting with that executive and (c) provide any ongoing sales support as reasonably requested by Crossing Minds. All subsequent contact with the Customer relating to the Services will be at Crossing Minds’ direction. Crossing Minds has no obligation to enter into a transaction with any Customer and any Customer Agreement will be in Crossing Minds’s sole discretion.
5. Referral Fees. Subject to this Partner Plan, if a Registered Opportunity results in the Customer’s paid subscription to the Services, Crossing Minds will pay Partner a referral fee as set out below (“Referral Fee”).
15% of Subscription Fees (unless otherwise agreed in writing by the parties for a specific Registered Opportunity)
“Subscription Fees” means the Services subscription fees actually paid by the Customer for its first 12-month subscription term following entry into the Customer Agreement.
Subscription Fees exclude any separate fees for support, maintenance, overages, training, professional services or any other product or service. Subscription Fees will be reduced by any refunds, penalties, sales taxes, credits or other allowances to the Customer.
6. Payment Terms. Crossing Minds will pay Referral Fees by the last day of the month following the month in which Crossing Minds receives the applicable Subscription Fees, based on invoiced amounts actually paid to Crossing Minds. Referral Fees based on Subscription Fees paid in installments will likewise be paid in installments. For sales made through a reseller, Subscription Fees only include the amount received by Crossing Minds, not the amount paid by the Customer to the reseller. Amounts related to contingencies that are subject to refund will be held back until the contingencies are satisfied for both GAAP revenue recognition and legal requirements.
7. No Other Amounts. Partner is not owed any amounts other than Referral Fees. Notwithstanding anything else, Referral Fees apply only for Registered Opportunities for which Partner has complied with this Partner Plan and not any other Partner-identified leads or opportunities, even if resulting in a sale.
8. Termination. This Partner Plan will terminate upon any termination or expiration of the Agreement, and Crossing Minds may also terminate this Partner Plan if Crossing Minds ceases to offer its partner referral program. Crossing Minds will pay any Referral Fees for Registered Opportunities accepted prior to expiration or termination as they come due in accordance with this Partner Plan.
Crossing Minds Partner Program Agreement
Partner Plan for Enablement Packages
This Partner Plan for Referrals (“Partner Plan”) is between Crossing Minds, Inc. (“Crossing Minds”) and the entity or person (“Partner” or “you”) signing up to purchase Enablement Packages from Crossing Minds. This Partner Plan is incorporated into the Crossing Minds Partner Program Agreement between Partner and Crossing Minds (“Agreement”). If you are entering into this Partner Plan on behalf of your company, you represent that you are authorized to accept this Partner Plan on behalf of your company, and all references to “Partner” or “you” reference your company. Capitalized terms not defined herein have the meanings given in the Agreement.
The “Effective Date” of this Partner Plan is the date on which you click, e-sign or otherwise indicate your acceptance of this Partner Plan. Crossing Minds may modify this Partner Plan from time to time as permitted in the Agreement.
1. Introduction. Partner provides Partner Services to Customers under its own agreements with such Customers. Under this Partner Plan, Crossing Minds will provide one or more Enablement Packages to Partner as further described in one or more Orders. Crossing Minds is not a subcontractor or agent of Partner and Partner remains solely responsible for provision of Partner Services to Customers.
2. Enablement Packages. Any purchased Enablement Package is as described in the relevant Order. Partner will designate personnel to serve as Crossing Minds’s single point of contact and give Crossing Minds timely access to any Partner Materials reasonably needed to provide the Enablement Package, which Crossing Minds will use only to provide the Enablement Package.
3. Enablement Materials. Any materials provided by Crossing Minds to Partner under this Partner Plan will consist of advice, documentation and similar materials designed to educate Partner on use of the Crossing Minds Services (“Enablement Materials”). Partner may (a) use Enablement Materials internally to support its provision of the Partner Services to Customers and (b) only share Enablement Materials with Customers to the extent designated in writing by Crossing Minds. Crossing Minds may provide additional terms or notices for Enablement Materials shared with Customers and Partner will not remove or obscure any such terms or notices in the Enablement Materials. Partner may not use or share Enablement Materials except as permitted in this Section.
4. Ownership. Neither party grants the other any rights or licenses not expressly set out in the Agreement or this Partner Plan. Except for Crossing Minds’ use rights in this Partner Plan, Partner retains all intellectual property and other rights in its Partner Materials. Except for Partner’s use rights in this Agreement, Crossing Minds and its licensors retain all intellectual property and other rights in the Enablement Packages and Enablement Materials. Partner is not authorized and, in any event, will not directly or indirectly purport to grant any Customer any right in or related to the Services, any Crossing Minds technology or Crossing Minds’s intellectual property rights.
5. Fees. Fees are as described in the Order and due within 30 days of invoice. Partner will reimburse Crossing Minds for travel, lodging and meal expenses incurred in the course of providing the Enablement Packages but only to the extent such expenses have been pre-approved in writing. All fees and expenses are non-refundable.
6. Disclaimer. Enablement Packages are provided “AS IS” and are fully subject to the warranty disclaimers in Section 8.3 of the Agreement.
7. Termination. This Partner Plan will terminate upon any termination or expiration of the Agreement, and Crossing Minds may also terminate this Partner Plan at any time if Crossing Minds ceases to offer Enablement Packages. This Section and Sections 4 (Ownership), 5 (Fees) and 6 (Disclaimer) will survive any expiration or termination of this Partner Plan.
“Enablement Package” means training, advice, best practices, partner enablement and similar services relating to the Services.
“Order” means an order for an Enablement Package referencing this Partner Plan that is executed by the parties or that Partner completes through a Crossing Minds-provided online order flow.
“Partner Materials” means materials, systems and other resources that Partner provides to Crossing Minds in connection with an Enablement Package.
“Partner Services” means services provided by Partner to Customers relating to such Customers’ use of the Services.