Effective Date: Feb 01, 2019
By signing up for the Kloudville Partner Program, you are agreeing to be bound by the following terms and conditions of the Agreement. This Agreement is between you, as Partner (defined in Section 1) and Kloudville Inc. (“Kloudville”) (both also referred to individually as “Party” and together as “Parties”). You can review the current version of the Agreement at any time at https://www.kloudville.com/legal/partner_terms. If a significant change is made, we will provide reasonable notice by email and/or posting a notice on the Kloudville website. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
This Agreement covers all Partner activities, as applied to you under your engagement per your Partner level defined in Section 1. The main content of the Agreement applies to all Partners, Schedule A applies to Referral Partners, Schedule B applies to Value-Add Resellers, Schedule C applies to OEM Partners, and Schedule D applies to Developers.
Some Partner activities may require Parties to agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, only to the extent of such conflict or inconsistency.
Simplified summaries are provided for convenience only and are not legally binding commitments. Please refer to the actual terms and conditions of the Agreement for your legal requirements. By using the Services, you are agreeing to these terms without alteration or modification.
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Acceptable Use Policy” or “Kloudville Acceptable Use Policy” means the Kloudville Acceptable Use Policy at https://kloudville.com/legal/aup.
“Application” or “App” means:
- the software application, website or other interface Partner develops, owns or operates, and which interacts with the Services; or
- the Services solution configuration Partner designs and markets to Customer(s); or
- the Services the Partner themes, brands, or co-brands with Kloudville to be offered to Customer(s), either independently or bundled with other Partner products or services.
- The material breach by either party of any provision of this Agreement, if such breach has not been cured within thirty (30) days of written notice of such breach;
- The knowing commission by either Party of any act of malfeasance, disloyalty or breach of trust against the other Party or any of its affiliated or subsidiary companies;
- The knowing commission of any illegal act by either Party; or
- The insolvency of either Party, or the appointment of a receiver or receiver-manager for any part of the property of a Party, or an assignment, proposal or arrangement made by either Party for the benefit of its creditors, or an assignment in bankruptcy made by either Party, or any proceedings under any bankruptcy or insolvency laws commenced against either Party.
“Customer(s)” means the customers of Partner.
“Customer Agreement” means the agreement entered between a Partner and the Customer governing the Customer’s use of the Partner’s services, including, if applicable, the installation and use of an Application.
“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.
“Effective Date” means the date when the Partner activities commence.
“Kloudville API” means all software (including routines, data structures, object classes, protocols, programs, development tools, templates, libraries and interfaces), Updates, application programming interfaces, information, data, files, documentation and other materials, whether tangible or intangible, in whatever form or medium that is available in general or made available in specific to Partner.
“Kloudville Creative” means any marketing and/or promotional materials relating to Kloudville and/or Kloudville brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Kloudville Trademarks.
“Kloudville Customer(s)” means a direct customer of Kloudville.
“Kloudville Notice Address” means 5945 Airport Rd, Unit 266, Mississauga, ON L4V 1R9, Canada; Attn: Business Management & Legal.
“Kloudville Professional Service(s)” means the additional professional services provided to Customer(s) or Kloudville Customer(s), delivered on top off and additional to the Service(s), including but not limited to: implementation services, configurations or customizations, data migration or uploads, and training the users.
“Kloudville Trademarks” means the trademarks, logos, service marks and trade names of Kloudville Inc., whether registered or unregistered, including but not limited to the word mark KLOUDVILLE and the encircled K logo.
“Opportunity Deal Sheet(s)” or “ODS” means specifics for Application(s), Customer(s) or Kloudville Customer(s) solicited through Partner’s sales or marketing activities. The ODS shall be the Exhibit: Opportunity Deal Sheet Template or other such similar form provided to Partner by Kloudville, in its sole discretion. The relevant ODS(s) will be provided to Partner upon successfully signing up to the Kloudville Partner Program and agreeing to the terms herein.
“Order Form” means the Exhibit: Kloudville Subscription Services Order Form or other such form as the Partner may use to let Customer(s) subscribe to Services; such other order form subject to approval from Kloudville.
“Partner” means an individual or entity that has agreed to the terms and conditions of this Agreement and participates in the Kloudville Partner Program and has been provided a Partner Account by Kloudville. The levels or types of Partners are:
- A “Referral Partner” is a Partner who refers Kloudville Customers or potential Kloudville Customers and may provide setup and additional customization services to the same;
- A “Value-add Reseller” or “VAR(s)” is a Partner who bundles Services with their Application and provides implementation services to Customers or Kloudville Customers. VAR may have co-branding rights;
- A “OEM Partner” or “OEM” is a Partner who embeds Services into their Application, with the Services labeled “powered by Kloudville” as a product market offering; or
- A “Developer” is a Partner who develops Applications to integrate with the Service using the Kloudville API;
“Partner Account” means the Kloudville Partner Program Account, as such created and provided by Kloudville for the Partner.
“Partner Notice Address” means the address Kloudville has on file for the Partner. This may be updated by the Partner from time to time. It is the responsibility of the Partner to maintain an up-to-date address.
“Partner Portal” means the B2B Portal or Dashboard (as applicable) of the Partner, on Kloudville’s Portal.
“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.
“Referred Customer” means a Kloudville Customer that has been secured by a Referral Partner for Services.
“Revenue Generating Activity” means a revenue generating activity carried out by the Partner, as determined by Kloudville, in the form of a subscription to Service(s). The Revenue Generating Activity will be attributed to the Partner on the Service Start Date (as defined on the Order Form).
“Service(s)” means the Kloudville Software-as-a-Service (SaaS) Platform available via www.kloudville.com and any associated websites, that is used by Customers for their business purposes.
“Service Price List” means the Service rates that are used by Customers for their business purposes and the terms in the Customer Agreement and/or Order Form.
“Terms of Service” or “Kloudville Terms of Service” means the Kloudville Terms of Service at https://kloudville.com/legal/terms.
“Trademark Usage Guidelines” or “Kloudville Trademark Usage Guidelines” means the Kloudville Trademark Usage Guidelines at https://kloudville.com/legal/trademarks.
“Websites” means any websites that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.