Solution Provider Partner Agreement

This Solution Provider Partner Agreement (the "Agreement”) is a legal agreement between You (the "Partner”) and Klipfolio Inc., a corporation incorporated under the laws of Ontario ("Klipfolio”), with its principal place of business at 111 Albert Street, Suite 300, Ottawa, Ontario, K1P 1A5, Canada.

By accepting this Agreement, by clicking a box indicating Your acceptance, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the terms "You," "Your," or "Partner" shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use the Software or Services.

Klipfolio may amend this Agreement at any time by providing thirty days’ notice on the "Legal Notices” web page of the Klipfolio website, and posting the amended terms and conditions, following expiry of the notice period. The amended Agreement will be effective immediately after being posted on the Klipfolio website.

Notwithstanding the above, Klipfolio shall provide notice by electronic mail or via a within-application message ten days prior to the effective date of any amendments to the Agreement to You if You click on this option during the purchase process.

You can terminate the Agreement anytime between the notice of amendments and the effective date of the amendments.

This Agreement is effective between You and Klipfolio as of the date of Your accepting this Agreement.

1. Definitions:

1.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;

1.2 "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure;

1.3 "Electronic Terms" means the terms and conditions that were agreed upon by the Partner during the electronic purchase process or any subsequent amendments to these terms and conditions;

1.4 "Partner," "You," or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity;

1.5 "Partner Model” means the plan chosen, either the preferred partner model or basic partner model along with any add-ons, when purchasing the right to be a Partner as well as any subsequent amendments;

1.6 "Software" or "Services" means any of Klipfolio's products or services, including Klipfolio Dashboard Software and related programs, installed or used by You or Your clients, including Updates, and corresponding documentation, associated media, printed materials, and online or electronic documentation; and

1.7 "Updates" means a bug fix, patch, error correction and/or other enhancements to the Software or Services.

2. Partner Prerequisites: To be eligible to participate in the Klipfolio partner program, the Partner must meet the following minimum covenants at all times: The Partner is a registered business, maintains a publically accessible web presence, has currently active clients, and has the means to market, sell, configure, and support the Software.

3. Partner Obligations: The Partner will use its best efforts to market and promote the Software, is responsible for all activities that occur in the Partner’s client accounts, is responsible for first-line support to the Partner’s clients, and maintaining resources capable of provisioning and supporting deployments of the Software in their client base.

4. Technical Training: Based on the Partner Model chosen, Klipfolio may provide the Partner with technical training at no cost. Additional professional services and training time is available to the Partner at Klipfolio’s then current partner rate.

5. Marketing and Sales Support: Klipfolio may provide electronic copies of promotional material for the purpose of marketing the Software, and may provide the Partner with leads for the provision of the Services. Based on the Partner Model chosen, Klipfolio may also provide pre-sales support to the Partner’s representatives by telephone, email or in person (the particular method and extent of support to be determined at Klipfolio’s sole discretion - additional fees may apply).

6. Internal Use License Grant: Based on the Partner Model chosen, the Partner will be granted a set number of non-transferable licenses to access the Software for the exclusive purpose to (i) use the Software internally with employees, to (ii) train employees and to (iii) demonstrate the Software to prospective customers. The Partner shall not resell or distribute such "not for resale” Software in any manner. Access to such "not for resale” Software shall be free of charge.

7. Distribution License Grant: The Partner will have a non-exclusive, non-assignable right to market and distribute the Software for use by the Partner’s clients. The Partner must ensure that the Partner’s clients agree to, abide by and use the Software according to the terms and conditions set out in the Klipfolio Master Services Agreement (http://www.klipfolio.com/legal/klipfolio-msa) or terms and conditions that are at least as protective as the Klipfolio Master Services Agreement.

8. Fees:

8.1 The Partner will pay the amount agreed to as part of the Electronic Terms. For Partners who have chosen to pay the fee by recurring credit card charges, the fee will be charged automatically to the Partner’s credit card. For Partners who have chosen any other payment method, the payment is due upon receipt of the invoice and shall be received by Klipfolio within 30 days to avoid restrictions being placed on the account.

8.2 Professional services, if ordered by the Partner, to be used for design, consultation, development, testing, or training services, will be charged at Klipfolio’s then current partner rate.

9. Intellectual Property: Ownership in the Software will at all times remain with Klipfolio. Klipfolio will retain all right, title, copyright, trade secrets, patents, trademarks, and other proprietary and intellectual property rights in the Software or Services. You do not acquire any rights, express or implied, in the Software or Services, other than those specified in the Agreement. You will not remove any copyright, patent, trademark, design right, trade secret or any other proprietary rights or legends from the Software or Services, unless removal is permitted by subscribing to Klipfolio’s White Label feature, an add-on available as part of the electronic terms.

10. Confidentiality:

10.1 Your Confidential Information shall include Your data; Klipfolio's Confidential Information shall include the Software and Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your data) shall not include any information that (i) is publicly known or readily ascertainable by the public, through no wrongful act of Receiving Party; (ii) is received from a third party without breaching an obligation owed to the Disclosing Party; (iii) is independently developed by or for the Receiving Party, or (iv) was in its possession prior to it being furnished to Receiving Party by the Disclosing Party.

10.2 The Receiving Party agrees that Confidential Information of the Disclosing Party: (i) will not be used for any purpose outside the scope of this Agreement; (ii) will be treated with the same degree of care as similar information of the Receiving Party is treated within the Receiving Party’s organization (but in no event less than reasonable care); (iii) will not be used for the benefit of a third party; and (iv) will remain the property of the Disclosing Party. The Receiving Party will limit access to Confidential Information of the Disclosing Party except as otherwise authorized by the Disclosing Party in writing, to those of its and its Affiliates' employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Disclosure of Confidential Information by the Disclosing Party’s employees, officers, directors, agents or affiliates is deemed to be the disclosure by the Disclosing Party.

10.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

10.4 The obligations of the Receiving Party set forth in this section will remain in effect for a period of five (5) years following the date of first disclosure. Confidential information identified as a trade secret will be held in confidence indefinitely.

11. Term and Termination:

11.1 This Agreement commences on the date You accept it.

11.2 This Agreement will terminate should You decide to electronically delete Your account with Klipfolio Dashboard. Any fees that you have committed to paying must still be paid.

11.3 Should You cancel your account with Klipfolio Dashboard, this Agreement will terminate at the end of the period for which you have committed to pay fees. Any fees that you have committed to paying must still be paid.

11.4 Klipfolio, in its sole discretion, has the right to suspend or terminate this Agreement and use of the Software or Service by You or Your clients and refuse any and all current or future use of the Software or Service, or any other Klipfolio product or service, for any reason at any time, by You or Your clients. Klipfolio will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination. Should Klipfolio terminate the contract, it will send You notice and the effective date of termination will be the date the notice is sent by Klipfolio.

11.5 Upon termination of this Agreement, the Partner will cease to market and distribute the Software and Services and any licenses granted to the Partner pursuant to section 6 shall terminate.

12. General

12.1 Governing Law: This Agreement will be governed by, interpreted, and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party irrevocably attorns to the jurisdiction of the courts of the Province of Ontario. The parties expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods, and any legislation implementing such Convention will not apply to this Agreement nor to any dispute arising therefrom.

12.2 Survival: The provisions in sections 9, 10, 11, and 12 will survive termination of this Agreement.

12.3 Precedence: In the event of any conflict between this Solution Provider Partner Agreement and the Master Services Agreement, the Solution Provider Partner Agreement will prevail.

12.4 Publicity: Either party may include the name and logo of the other party in sales and marketing activities. Neither party may issue a press release without the prior consent of the other party.

12.5 Limitation of Liability: Neither party will be liable to the other for indirect damages of any sort, including with respect to any issues relating to the use or performance of the Software or arising out of or in relation to this Agreement.

12.6 Waiver: The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

12.7 Entire Agreement: This Agreement together with the Electronic Terms (i) is the complete agreement between the parties regarding the subject matter hereof; and (ii) will not be deemed to have been waived by any act or failure to act.

12.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable laws, such provisions will be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.