Terms of Partnership

The Effective Date hereof is the date when Influ2 and the Partner enter into the respective Partnership Agreement (the “Agreement”). These Terms of Partnership (the “Terms”) and the Agreement constitute a single legal binding instrument exclusively outlining terms and conditions under which the Partner may occasionally refer to Influ2 Inc (“Influ2”) potential B2B customers (“Referrals”) in consideration of the Commission. The Partner agrees to be bound by the terms hereof by signing the Agreement that refers to these Terms. If an employee, contractor, agent, or other representative of the Partner enters into the Agreement on behalf of the Partner, that person represents and warrants that (a) they are an authorized representative (a designated employee, assigned contractor, contracted agency, etc.) of the Partner to bind the Partner to the Agreement, and (b) they agree to these Terms on the Partner’s behalf. 

Influ2 may modify these Terms and any integral part hereof from time to time. Any amended terms automatically take effect 10 days following being posted on the Influ2’s website https://www.influ2.com/terms-of-partnership (the “Website”). The Partner agrees that the updated version posted on the Website shall be deemed adequate notice of made modifications.

1.1. General Terms. With the successful acquisition and recurring payment from Referrals referred by the Partner, where such Referrals are current clients of the Partner (such acquired Referral being referred to as “Commissionable Referral”), Influ2 agrees to attribute to the Partner a quarterly commission based on the total quarterly payments paid to Influ2 by each Commissionable Referral referred by the Partner (“Commission”) at the rate specified in the Agreement for the period of the initial Subscription (the “Initial Subscription”). For clarity, the quarter means a calendar quarter.

1.2. Lead Introduction. In addition to the other provisions hereof, with the aim to claim the Commission, the Partner shall ensure that the Referral tending to be the Commissionable Referral is introduced to Influ2 in the correct way. The Referral will be deemed introduced if:

• (a) The Partner directly introduces the Referral to Influ2 via email with that Referral in ‘cc; or

• (b) The Referral mentions during the registration on the Influ2’s website or notifies the Influ2’s representative directly that it is the Partner’s referral; or

• (c) The Partner shares the information of a separate Referral, or a list of the Referrals referred to the Influ2 with company name(s), website(s), and key contact(s), and a respective Referral registers on the Influ2’s website not later than within three (3) months following the delivering of that list to the Influ2.

If the Partner fails to ensure at least one of the grounds outlined in the section 1.2 hereof, the Partner may not claim the Commission for the Commissionable Referral engaged without adhering to the relevant subsection.

At the same time, notwithstanding with the subsections 1.2(a)-(d) hereof, the Referral shall not be deemed introduced if Influ2 has already had a business communication about the Influ2’s Service with the Referral referred by the Partner before the Partner’s notification on the Referral is served. If Influ2 finds that the Partner’s notice includes data about such Referrals, it shall inform the Partner about that.

Influ2 explicitly declines the Referrals from (1) any Group E country listed in Supplement No.1 to Part 740, the Crimea Region of Ukraine, the so-called “DPR (DNR)” and “LPR (LNR)” regions of Ukraine, the Russian Federation, the Republic of Belarus, (2) as any company, entity, or person listed as a party of concern found here, and (3) as any company, entity, or person related to development, production, or use of nuclear, chemical, biological, or any other weapons or missiles.

1.3. Considered Amounts. For the avoidance of any doubt, Influ2 will pay the Commission to Partner only on actually received amounts from the Commissionable Referral eligible for Commission. Without limitation, any delayed, deferred, or disputed payments are not subject to the Commission until collected; any partial payments are subject to the partial Commission.

1.4. Further Acquisition. It is understood between the Parties that any Referral, which ceased to be the Commissionable Referral hereunder by any reason, may be further acquired by Influ2 as its customer without any obligations to the Partner.

2.1. Covenants. The Partner shall: (a) conduct business in a manner that reflects favorably at all times on Service and on the good name, goodwill, and reputation of Influ2; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Influ2, Service or the public; (c) make no false or misleading representations about Influ2 or Service; (d) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material about Influ2 or Service; (e) makes no representations, warranties or guarantees to the Referrals regarding the specifications, features or capabilities of the Service; and (f) not enter into any contract or engage in any practice detrimental to the interests of Influ2 in Service.

2.2. Non-Compete. During the term of the Agreement, Partner shall not promote, market, sell, or otherwise distribute to the Referrals or the current Influ2’s prospects or clients any products and/or services which compete with any of the Service, including, specifically and without limitation, Demandbase, 6sense, Metadata, RollWorks, Ignitium, Triblio, N.Rich, and DemandScience. Breach of this clause entitles Influ2 to terminate the Agreement with an immediate effect.

2.3. Compliance with Law. Partner will comply with all applicable international, national, federal, state, regional, and local laws and regulations in performing its rights and obligations under the Agreement and in any of its dealings regarding the Service.

2.4. Market Conditions. Partner will advise Influ2 promptly concerning any market information that comes to Partner’s attention respecting Influ2, Service, Influ2’s market position or the continued competitiveness of Service in the marketplace.

3.1. Commission Rates. The current rate of the Commission is specified by the Agreement.

3.2. Commission Charge-Back. Influ2 shall have the absolute right to return any part of payments made by the Commissionable Referrals as it deems advisable. In each such case, Influ2 shall charge back to the Partner’s account any amounts previously paid or credited to the Partner regarding such returns of payment previously recognized as eligible payment from the Commissionable Referral.

3.3. Reports. Influ2 will provide the Partner in writing with notice as follows:

• (a) Within 15 days following an introduction to a Referral, if Influ2 is already pursuing the subject Referral through other channels, a notice of same, in which case the Referral will be disqualified from the Commission payments;

• (b) Within 30 days following the entering into a contract with the Referral, notice of the name of the Commissionable Referral and the initial term of the Commission payments; and

• (c) Each quarter after receipt of the payment from the Commissionable Referral and for as long as there are payments eligible to the Commission to the Partner, by the 30th of the month following the end of the quarter when the Commissionable Referral committed the payment to the Influ2, a notice of (i) revenues received and recognized by Influ2 in the preceding calendar quarter, and (ii) the Commission due to Partner for such preceding calendar quarter (the “Commission Report”);

• (d) Within 30 days following the date when Influ2 suspects the Commissionable Referral to churn, or the Commissionable Referral has churned.

3.4. Payment Terms. The Commission is payable quarterly. Influ2 shall pay the Partner the Commission within fifteen (15) days following the date when the Commission Report is delivered to the Partner and the Partner issued the relevant invoice.

3.5. Costs and Expenses. Partner will pay all costs and expenses associated with the Commission attribution, if any.

4.1. Logo and Brand Elements. The Partner agrees that Influ2 may use the Partner’s Brand Elements and relevant business details across Influ2’s marketing materials, websites, social media, and other marketing channels. Any such activity shall cease upon written request by the Partner. The Brand Elements means trademarks, service marks, names, and logos. Brand Elements also include works of authorship such as marketing materials, images, documentation, collateral, or case studies. The Partner may use the selected Influ2’s Brand Elements subject to the respective Influ2’s brand guidelines and with prior Influ2’s approval of the materials that include the Brand Elements with Influ2.

4.2. Case Studies. If there is a success store available to share, the Partner agrees to collaborate with Influ2’s team to develop a compelling case study for co-promotion. It will highlight the Partner’s experience, success story, and demonstrate the impact of the collaboration for the mutual benefit, among other things, showcasing the Partner’s achievements, enhancing its brand reputation, and attracting potential business opportunities by positioning the Partner as a leader in its industry.

4.3. Influ2 Influencers Advocacy Program. As a part of the Influ2 Influencers Advocacy Program, designed to elevate the Partner’s brand and market recognition, the Partner may be (i) referred to Influ2’s potential customers as a trusted partner to share the Partner’s positive experiences and insights, (ii) requested to take part in speaking engagements and webinars, where the Partner can share its expertise and connect with a wider audience, (iii) asked for testimonials or reviews that will be featured in Influ2’s marketing materials, simultaneously enhancing the Partner’s brand visibility, and (iv) invited to participate in interviews that may be used to create marketing materials, such as video content or articles, spotlighting the Partner’s business success.

4.4. Promotion Activities. The Partner agrees to actively participate in special co-promotional activities with Influ2, such as social media announcements, webinars, etc., to promote the Partnership.

5.1. Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement or except to fulfill its obligations or exercise its rights under the Agreement, a recipient of the Confidential Information will not (a) use the Confidential Information; nor (b) disclose the Confidential Information to anyone else. In addition, a recipient will protect the Confidential Information using at least the same protections a recipient uses for its own similar information but no less than a reasonable standard of care. The Confidential Information means information in any form disclosed by or on behalf of a discloser, including before the Effective Date, to a recipient in connection with the Agreement that (a) the discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. The Confidential Information includes the existence of the Agreement.

5.2. Exclusions. The Confidential Information does not include information that (a) a recipient knew without any obligation of confidentiality before disclosure by a discloser; (b) is or becomes publicly known and generally available through no fault of a recipient; (c) a recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) a recipient independently developed without use of or reference to the Confidential Information.

5.3. Required Disclosures. A recipient may disclose the Confidential Information to the extent required by applicable laws if, unless prohibited by applicable laws, a recipient provides the discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the discloser’s expense, with the discloser’s efforts to obtain confidential treatment for the Confidential Information.

5.4. Permitted Disclosures. A recipient may disclose the Confidential Information to employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this section. A recipient agrees to be fully responsible for such person’s or entity’s compliance with the terms of this section.

6.1. No Authority to Bind Influ2. The Partner shall not have authority to enter into contracts that bind Influ2 or create obligations for Influ2 without the prior written authorization of Influ2.

6.2. No Benefits. Partner shall receive no Influ2-sponsored employee benefits, including, but not limited to, paid vacation, sick leave, medical insurance, and retirement plan participation.

6.3. Withholding; Indemnification. The Partner shall have full responsibility for applicable withholding taxes for all compensation paid to the Partner under the Agreement and for compliance with all applicable labor and employment requirements regarding the Partner’s self-employment, sole proprietorship, or other forms of business organization. The Partner agrees to indemnify, defend and hold Influ2 harmless from any liability for, or assessment of, any claims or penalties regarding such withholding taxes, including any liability for, or assessment of, withholding taxes imposed on Influ2 by the relevant taxing authorities regarding any compensation paid to the Partner.

7.1. Term and Termination. The Agreement will commence on the Effective Date. Either party may terminate the Agreement upon giving the other party 30-day prior written notice.

7.2. Effect of Termination. Upon termination of the Agreement, except as otherwise provided in the Agreement, all rights and duties of the parties toward each other shall cease. If Influ2 terminates the Agreement for convenience, Influ2 shall continue paying the Commission for all the Commissionable Referral as long as they satisfy conditions set herein. In all other cases, the termination of the Agreement Referrals to termination of all the payments.

7.3. Limitation on Liability. UNDER NO CIRCUMSTANCES, WILL INFLU2’S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THE AGREEMENT EXCEED THE WHOLE AMOUNT OF THE TOTAL COMMISSION PAID TO THE PARTNER IN 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. INFLU2 WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE PARTNER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THE AGREEMENT, EVEN IF INFLU2 IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

8.1. Governing Law. The Agreement shall be governed by and construed in accordance with the substantive laws of the State of California.

8.2. Entire Agreement. The Agreement and the Terms are the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, regarding the subject hereof. No waiver, alteration, or modification of any of the provisions of the Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

8.3. Severability. The invalidity or unenforceability of any provision of the Agreement, or any terms thereof, shall not affect the validity of the Agreement as a whole, which shall at all times remain in full force and effect.

8.4. Assignment. The Agreement is personal to the Partner. The Partner may not assign, pledge, or transfer Partner’s interest in the Agreement or Partner’s duties, obligations, and responsibilities under and pursuant to this Agreement, without Influ2’s prior written consent.

8.5. Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party or a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent waiver by such other party.

8.6. Headings. The headings of the paragraphs contained in the Agreement and the Terms are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision.