Latest Revision: 10/1/2024
By agreeing to the Partner Terms (the "Agreement") on our Partner Portal, the following terms apply between Fullsteam Software Holdings LLC DBA NumberCruncher, (the "Company"), and your company (the "Partner").
Purpose. The Company and Partner desire to enter into a partnership to promote and market the Company's products and services to the Partner's clients and customers, and to provide the Partner's clients and customers with access to the Company's products and services.
Referral Fees. The Partner shall be entitled to receive a referral fee (the "Referral Fee") for each client or customer of the Partner that subscribes to the Company's products or services as a result of the Partner's referral. The Referral Fee shall be calculated as 10% of the user pricing for the perpetuity of this Agreement.
Onboarding Partner Tier. The Partner may also qualify for the Onboarding Partner tier, which will entitle the Partner to receive a referral fee of 20% of the user pricing for the perpetuity of this Agreement. To qualify for this tier, the Partner must agree to onboard and implement the customer for the Company and pass an exam given by the Company. To request the Partner Tier reach out to contact@ordertime.com.
Onboarding Partner Terms. In order to maintain the Onboarding Partner Tier status, The Partner must consistently maintain a minimum of three referrals per quarter. Failure to meet this requirement may result in the reevaluation of The Partner's tier status and associated benefits. We believe that this commitment to ongoing referrals is essential for a mutually beneficial partnership and the continued success of our collaborative efforts.
Payouts. Partner payouts are sent out at the end of each quarter. The Partner will receive these in January, April, July, and October. Please ensure that you are using your Referral Link so that the Company does not need to create manual payouts.
Term. The term of this Agreement shall begin on the date of execution and shall continue in full force and effect until terminated by either party upon written notice to the other party.
Representations and Warranties. The Company represents and warrants that it has the power and authority to enter into this Agreement and that its performance of this Agreement will not conflict with any other agreements to which it is a party. The Partner represents and warrants that it has the power and authority to enter into this Agreement and that its performance of this Agreement will not conflict with any other agreements to which it is a party.
Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the indemnifying party's breach of this Agreement or the indemnifying party's negligence or misconduct.
Choice of Law and Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this letter agreement, the parties agree to submit to personal jurisdiction in the State of Delaware. Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.
Limitation of Liability. In no event shall Company be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, arising from or related to this Agreement. The Company's total cumulative liability to the Partner, from all causes of action and all theories of liability, shall be limited to the payout amounts paid by the Company to the Partner in the six (6) months prior to the event giving rise to liability.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
Amendments and Modification. Company may amend or modify this Agreement at any time. Any amendments or modifications will be posted on the Company's Partner Portal currently located at https://info.ordertime.com/partner-terms. It is the Partner's responsibility to review and stay informed about any changes. The Partner's continued use of the Partner Portal following the posting of any changes will constitute acceptance of those changes. If the Partner does not agree to the changes, they must immediately stop using the Partner Portal and notify the Company in writing.
Assignment. The Partner may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Company. Any attempt to do so without such consent will be null and void. Notwithstanding the foregoing, the Company may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
