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SFTP.cloud Value Added Reseller Agreement
Version 1.0, dated 2026-09-25. It binds a Partner from the moment an admin of the Partner accepts it in the Partner Portal, which records the version accepted, by whom and when.
This Value Added Reseller Agreement (the "Agreement") is between Syncplify Inc. ("Syncplify"), the operator of the SFTP.cloud service, and the legal entity that applied to the SFTP.cloud partner program as a value added reseller and accepted this Agreement in the Partner Portal (the "Partner"). It states how the Partner may introduce customers to SFTP.cloud, register prospective deals, deploy and administer the sites of the customers it introduced under those customers' authority, how the commission on those customers is earned, calculated and paid, and what each party owes the other.
1. Definitions
1.1 The Service means SFTP.cloud, the managed file transfer service Syncplify operates.
1.2 A Customer is a legal entity that holds an SFTP.cloud account with Syncplify under Syncplify's customer terms. Every Customer is a direct customer of Syncplify. The Partner is never the customer of record for any account it introduces, and never resells the Service under its own name.
1.3 A Site is one Customer's instance of the Service. A Customer may hold several.
1.4 The Partner Portal is the web application Syncplify provides to partners, where the Partner applies, accepts this Agreement and the Commission Schedule, manages its users, registers deals, opens the Sites it has been granted access to, and reads its ledger, statements, payouts and documents.
1.5 The Referral Code is the code Syncplify issues to the Partner, and any link that prefills it, by which a prospective Customer identifies the Partner at sign up.
1.6 A Deal Registration is the Partner's record, made in the Partner Portal under clause 4, of a prospective Customer it is actively working, identified by that prospect's business email domain.
1.7 Attribution is Syncplify's record that a Customer was introduced by the Partner, made under clause 4. A Customer is attributed to at most one partner, once.
1.8 A Grant is a Customer's authorization, given and revocable by the Customer in the Customer's own account, for the Partner to administer one named Site of that Customer under clause 7.
1.9 The Commission Schedule is the versioned set of figures published in the Partner Portal for value added resellers under clause 8: the commission rate, the length of the Commission Window, the attribution lapse period, the maturity period, the payment terms, the minimum payout amounts, the write off floor, the negative balance aging period, and the deal protection and extension periods. The version the Partner has accepted governs the Customers attributed to it while that version was the Partner's accepted version.
1.10 The Commission Window of a Customer is the period, of the length in the Commission Schedule, that opens under clause 5.3 and within which the Customer's payments earn commission.
1.11 The Collected Amount of an invoice is the amount Syncplify actually received for it from the Customer, as reported by Syncplify's payment processor, less any taxes collected with it.
1.12 A Statement is the monthly document Syncplify issues under clause 6 listing the commission that matured, the reversals, the carried balance and the amount payable.
1.13 A Payout is a payment by Syncplify to the Partner of the amount payable under a Statement.
1.14 In Good Standing describes the Partner while this Agreement is in force and the Partner's account in the Partner Portal is active, not suspended under clause 11.3.
2. Appointment and conduct
2.1 Syncplify appoints the Partner, on a non exclusive basis, to introduce prospective Customers to the Service in the territories Syncplify serves under clause 3.2 and to provide deployment, configuration, administration and first line support services to the Customers it introduces, on the Partner's own account and under the Customers' authority. Syncplify may appoint other partners and may sell directly, anywhere, at any time.
2.2 The Partner is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, franchise or employment relationship. The Partner has no authority to negotiate on Syncplify's behalf, to bind Syncplify, to accept payment for the Service, to vary Syncplify's prices, plans, terms or service levels, or to make any representation or warranty about the Service beyond Syncplify's published materials, and shall not hold itself out as having any such authority.
2.3 The Partner's services to a Customer are the Partner's own. The Partner contracts with the Customer for them, prices them, invoices them and is responsible for them. Syncplify is not a party to that contract and owes the Partner nothing in respect of it. The Partner shall make clear to every Customer, in writing, that the Service itself is provided by Syncplify under Syncplify's customer terms and that the Partner's services are separate.
2.4 The Partner shall describe the Service accurately, using Syncplify's published materials, and shall not make any claim about the Service, its security, its compliance status or its availability that Syncplify has not published.
2.5 The Partner shall not offer any Customer or prospective Customer a rebate, a share of the commission, a gift or any other inducement to sign up through the Partner, unless Syncplify has approved the inducement in writing beforehand. This clause does not prevent the Partner from pricing its own services as it sees fit.
2.6 The Partner shall not send unsolicited commercial communications to promote the Service in breach of any applicable law, shall not register or use any domain name, social media handle or advertising keyword that contains or is confusingly similar to a Syncplify trademark, and shall not present itself as Syncplify, as part of Syncplify or as Syncplify's exclusive representative.
2.7 Syncplify grants the Partner, for the term of this Agreement, a non exclusive, non transferable, revocable licence to use the SFTP.cloud and Syncplify names and logos solely to identify the Service in the Partner's marketing, in the form Syncplify publishes and subject to Syncplify's brand guidelines. All goodwill accrues to Syncplify.
3. Eligibility, application and Partner users
3.1 The Partner shall be a company or a registered sole trader. Syncplify does not admit private individuals to the program.
3.2 Syncplify serves partners established in the countries listed in the Partner Portal at the time of application. Syncplify may admit a partner from elsewhere by exception, and may change the list for future applications at any time.
3.3 The information the Partner gave in its application (legal and trading names, entity kind, registration number, tax identification number, address, website and contact) is warranted accurate and complete when given. The Partner shall keep it current through the Partner Portal or by notice to Syncplify.
3.4 Admission is at Syncplify's discretion. Before admission, and at intervals afterwards, Syncplify screens the Partner, its owners and its principals against sanctions lists, including the consolidated list maintained by the United States Office of Foreign Assets Control. Syncplify may refuse or end the relationship on the basis of that screening without giving reasons.
3.5 The Partner accesses the Partner Portal, and every Site it has been granted access to, only through named user accounts belonging to individuals the Partner authorizes. Each user shall hold their own credentials and a second authentication factor. The Partner shall not share credentials, shall remove users who leave its employment or lose their authorization without delay, and is responsible for every action taken through its users' accounts. The Partner shall notify Syncplify without undue delay, and in any event within twenty four hours, of any suspected compromise of a user account, and shall notify the affected Customer of any such compromise that could have reached that Customer's Site.
3.6 The Partner's users hold one of two roles. An administrator may accept this Agreement and the Commission Schedule, manage the Partner's users, register deals, read and change the Partner's payout details, read its money and documents, and act under Grants. A technical user may act under Grants and sees nothing of the Partner's money or documents. The Partner shall assign the technical role to the people who administer Customers' Sites and shall not give administrator access to people who do not need it.
4. Deal registration and attribution
4.1 Registration. The Partner may register a prospective Customer in the Partner Portal by its legal name, business email domain, contact, country, expected plan tier, expected close date and a line of context. A registration is refused for a consumer or disposable email domain, for the Partner's own domains, for an entity that is already a Customer or was a Customer within the twelve months before the registration, and for a domain another partner's live registration already holds. A registration that raises no conflict is approved automatically; a registration that raises a conflict is decided by Syncplify within two business days.
4.2 Protection. An approved registration protects the domain for the deal protection period in the Commission Schedule, counted from approval. The Partner may request one extension of the extension period in the Commission Schedule where it shows activity on the deal; a registration is never protected for more than twice the protection period in total. An expired registration may be resubmitted thirty days after expiry if no other partner holds the domain. The Partner may withdraw a registration at any time.
4.3 Attribution by code. A prospective Customer is attributed to the Partner when it enters the Partner's Referral Code on the SFTP.cloud sign up form, or arrives by the Partner's referral link, and completes sign up.
4.4 Attribution by registration. A prospective Customer whose verified sign up email domain matches the Partner's live Deal Registration is attributed to the Partner when it completes sign up, whether or not it entered a code. Where such a sign up carries another partner's Referral Code, Syncplify decides the Attribution; the live registration prevails unless Syncplify finds that the other partner introduced the Customer.
4.5 The forgot the code case. A Customer that signed up without a code and without a matching registration may add the Partner's Referral Code from its own account within fourteen days of sign up, provided no invoice of any of its Sites has yet been paid.
4.6 One partner per Customer. A Customer is attributed to at most one partner. Once made, an Attribution is not transferred to another partner. Where two partners claim the same Customer, Syncplify decides the Attribution in good faith on its records, and its decision is final.
4.7 Exclusions. No Attribution arises for: an entity that is already a Customer, or that was a Customer within the twelve months before sign up; the Partner itself, its affiliates, its owners, its employees and any entity sharing the Partner's registered email domains; an account Syncplify identifies as created by or for the Partner to generate commission or to obtain the Service for the Partner's own use; or an account Syncplify refuses or closes under its customer terms before any invoice is paid.
4.8 Lapse. An Attribution lapses if no invoice of any Site of the Customer is paid within the attribution lapse period in the Commission Schedule, counted from the Attribution. A lapsed Attribution earns nothing and is not revived.
4.9 Monthly limit. Syncplify may set, for the Partner, a limit on the number of registrations and introduced trials in a calendar month. Registrations above the limit are queued for Syncplify's decision; a sign up above the limit is attributed but its trial is held for Syncplify's review.
4.10 Syncplify makes no promise that any prospective Customer will be admitted, will start a trial, will pay, or will remain a Customer. Syncplify may decline, suspend or close any Customer under its customer terms regardless of the Attribution or any Grant, and no commission is owed on account of such a decision.
5. Commission
5.1 Money received only. Commission is earned only on invoices for the Service that Syncplify has actually collected from an attributed Customer. No commission is earned on a trial, on an account Syncplify provides free of charge or for its own use, on an invoice that is unpaid, or on an amount Syncplify has not received. If Syncplify never receives payment, no commission is ever owed on that invoice. No commission is earned on the Partner's own services to the Customer, and Syncplify has no interest in them.
5.2 The rate. The commission on an eligible invoice is the Collected Amount multiplied by the commission rate of the Commission Schedule version that governs the Attribution, rounded to the cent.
5.3 The Commission Window. A Customer's Commission Window opens at the start of the billing period of the first invoice of any of its Sites that Syncplify collects after the Attribution, and closes when the length in the Commission Schedule has elapsed. Every invoice of every Site of that Customer whose billing period starts inside the Commission Window earns commission when collected, including annual invoices, monthly invoices, upgrades and additional Sites. An invoice whose billing period starts on or after the close of the Commission Window earns nothing, whatever it is for and whenever it is paid. There is one Commission Window per Customer, and it does not reopen. The Partner's continuing work on a Customer's Sites after the Commission Window closes is compensated by the Partner's own contract with that Customer, not by Syncplify.
5.4 Before the Attribution. An invoice collected before the Attribution earns nothing and does not open the Commission Window.
5.5 Standing. Commission accrues only on invoices collected while the Partner is In Good Standing or suspended under clause 11.3. An invoice collected after this Agreement ends earns nothing, even if the Customer's Commission Window is still open.
5.6 Maturity. Commission on an invoice becomes payable only after the maturity period in the Commission Schedule has elapsed since Syncplify collected that invoice, and only if no reversal under clause 5.7 has by then extinguished it. Until it matures the commission is recorded but is not owed.
5.7 Reversals. If Syncplify refunds an invoice in whole or in part, or the Customer's payment is charged back, reversed or otherwise recovered from Syncplify, or the invoice is voided, the commission on that invoice is reversed in the same proportion, whether or not it has matured, been stated or been paid. A chargeback that is opened suspends the commission on that invoice until it is decided; a chargeback Syncplify wins restores it; a chargeback Syncplify loses reverses it.
5.8 Netting and negative balances. Reversals are deducted from the Partner's commission before any Payout. Where reversals exceed the commission available, the resulting negative balance is carried forward and deducted from later Statements. A negative balance that remains after the negative balance aging period in the Commission Schedule, or that stands when this Agreement ends, is forgiven by Syncplify if it does not exceed the write off floor in the Commission Schedule; above that floor the Partner shall repay it within thirty days of Syncplify's invoice.
5.9 Currency. Commission is calculated and paid in United States dollars. Where an invoice was collected in another currency, Syncplify converts the Collected Amount at the rate its payment processor applied and states the result in dollars.
5.10 Records. Syncplify's ledger, as shown in the Partner Portal, is the record of the commission. The Partner may raise a query on a Statement within sixty days of its issue; after that the Statement is final save for a reversal under clause 5.7.
6. Statements, the Partner's invoice and payment
6.1 After the end of each calendar month, Syncplify issues a Statement to the Partner in the Partner Portal and by email, if in that month any commission matured or a balance was carried. A month in which neither occurred produces no Statement.
6.2 The Statement lists each matured commission and each reversal with the Customer's organization name, the Site, the invoice reference, the billing period, the Collected Amount, the rate and the commission; the balance carried in; the resulting balance; the minimum payout applied, if any; and the amount payable. It carries a statement number and identifies the Commission Schedule version applied.
6.3 The Partner shall issue an invoice to Syncplify for the amount payable, quoting the statement number. Syncplify provides a draft invoice with each Statement for the Partner's convenience; the Partner issues the invoice under its own name and its own tax regime, and is responsible for any value added, goods and services, consumption or similar tax on its commission. Syncplify does not pay such a tax in addition to the amount payable unless the law requires the Partner to charge it to Syncplify and the invoice states it separately.
6.4 Syncplify pays the amount payable within the payment terms in the Commission Schedule, counted from the date of the Statement, by bank transfer in United States dollars to the account the Partner has entered in the Partner Portal. The Partner bears any charge levied by its own bank or by an intermediary bank. A payment made to the account on record discharges Syncplify's obligation.
6.5 Where the balance on a Statement is below the minimum payout amount in the Commission Schedule for the Partner's region, nothing is payable under that Statement and the balance is carried forward. The Partner may set a higher minimum for itself in the Partner Portal. In the last calendar month of each year every positive balance is payable regardless of the minimum.
6.6 No Payout is made until the Partner has provided, through the Partner Portal, a valid tax form (a United States Form W-9 for a partner established in the United States, otherwise a Form W-8BEN-E or its successor), a sanctions screening under clause 3.4 is on record and current, and the Partner's payout details are on file. A Statement is issued regardless; the Payout waits until the missing item is supplied. The Partner shall provide a new tax form before the one on file expires and whenever its circumstances change. Syncplify may withhold from any Payout any tax the law requires it to withhold and will provide the corresponding statement of withholding.
6.7 The Partner is responsible for the accuracy of its payout details. Syncplify may hold a Payout while it verifies a change to those details.
6.8 Syncplify keeps the ledger, the Statements and the Payout records for as long as tax and accounting law requires and for the establishment or defence of legal claims, and the Partner agrees that those records are retained after this Agreement ends.
7. The Customer relationship and access to Sites
7.1 Every Customer contracts with Syncplify under Syncplify's customer terms and service level agreement. Syncplify alone invoices the Customer, supports the Service for the Customer and decides whether to admit, retain, suspend or close the Customer. Nothing in this Agreement gives the Partner any right in or over a Customer's account, and nothing the Partner does changes a Customer's price, plan, entitlements or trial.
7.2 Access only under a Grant. The Partner may access a Customer's Site only under a Grant for that Site, and only through the Partner Portal. A Grant is given by the Customer's administrator in the Customer's own account, or by the Customer's consent when it creates its first Site after being introduced by the Partner. The Customer may limit a Grant in time and may revoke it at any moment without cause and without notice to the Partner. The Partner shall not seek, hold or use any Customer credential, and shall not access a Customer's account or Site by any other means.
7.3 Scope of a Grant. A Grant confers the technical role on the one Site it names: the Site's transfer users and their credentials and permissions, its Connector enrollment and Connector records, its protocol, domain, identity, protection, storage and status configuration, and the Site's activity trail. A Grant confers no access to the Customer's billing, plan, orders, team, support requests, other Sites, or account settings, and no right to close, transfer or migrate the Site.
7.4 Attribution of actions. Every action the Partner takes under a Grant is recorded on the Customer's activity trail as an action of the Partner, naming the Partner user who took it, and the Customer sees it. The Partner shall not take any action under a Grant that the Customer has not asked for or authorized.
7.5 Automatic revocation. Every Grant held by the Partner, and every session under it, ends automatically when Syncplify suspends the Partner under clause 11.3 or this Agreement ends, when the Site is transferred to another Customer, and when the Site closes. Nothing else about the Customer changes.
7.6 The Partner's duties to the Customer. In respect of each Customer it introduced, the Partner shall provide first line support for the Customer's use of the Site to the standard it agreed with the Customer, shall install and configure the Customer's Storage Connectors competently and in accordance with Syncplify's published documentation, shall not configure a Site in a way that circumvents Syncplify's security controls or the Customer's own policies, and shall escalate to Syncplify, through the Customer or with the Customer's authority, any matter that concerns the Service itself.
7.7 Data handling. In every action under a Grant the Partner acts as the Customer's contractor and on the Customer's instructions. Any personal data or content the Partner sees or handles under a Grant is the Customer's, is processed by the Partner on the Customer's behalf under the Partner's contract with the Customer, and shall not be used by the Partner for any other purpose, retained beyond the Customer's instructions, or disclosed to anyone the Customer has not authorized. The Partner shall have a written agreement with each Customer that covers this processing to the extent the law requires. Syncplify is not a party to that processing and receives no instruction under it.
7.8 Security. The Partner shall keep every device and account used to act under a Grant patched, protected by a second factor and under the Partner's control, shall act under a Grant only from locations and networks the Partner controls, and shall notify the Customer and Syncplify without undue delay, and in any event within twenty four hours, of any security incident that affects or could affect a Site under a Grant.
7.9 The Partner shall not represent to any Customer that the Partner provides, operates, secures or is responsible for the Service, and shall not represent that Syncplify provides, endorses or is responsible for the Partner's services.
7.10 Syncplify's customer terms permit a Customer to see that it was introduced by the Partner and which Grants it has given the Partner.
8. The Commission Schedule and its versions
8.1 The Commission Schedule is published in the Partner Portal in numbered versions. The Partner accepted the version in force when it accepted this Agreement; that version is reproduced in Exhibit A for convenience, and the copy in the Partner Portal governs.
8.2 Syncplify may publish a new version of the Commission Schedule at any time. A new version binds the Partner only when an administrator of the Partner accepts it in the Partner Portal, and applies only to Customers attributed after that acceptance. A Customer attributed under an earlier version continues to earn under that version for the whole of its Commission Window.
8.3 Syncplify may make the acceptance of the current version a condition of continuing to register deals and make new Attributions. Until the Partner accepts, existing Attributions continue to earn under the versions that govern them, existing Grants continue, and Statements and Payouts continue in the ordinary course.
8.4 The acceptance recorded in the Partner Portal (the version, the accepting user, the network address and the time) is conclusive evidence of the Partner's acceptance of that version.
9. Compliance and honest sign ups
9.1 Anti bribery. The Partner shall comply with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and every other anti bribery and anti corruption law that applies to it, and shall not offer, promise, give or authorize anything of value to any person, including any government official, to obtain or retain business or an improper advantage in connection with this Agreement or with the Service. The Partner shall not pay any part of its commission to any person in breach of this clause, shall keep accurate books of its dealings under this Agreement, and shall notify Syncplify immediately of any request or demand that would breach this clause.
9.2 Sanctions and export. The Partner warrants that neither it nor any of its owners or principals is a person on a sanctions list of the United States, the European Union, the United Kingdom or the United Nations, or established in a jurisdiction subject to comprehensive sanctions, and shall not introduce to the Service, register, or act under a Grant for any such person or any use the export laws of the United States prohibit.
9.3 Data protection in marketing. The Partner processes the personal data of prospective Customers for its own marketing and for Deal Registrations as an independent controller, in compliance with the data protection law that applies to it, and warrants that it may lawfully provide the contact details it enters in a Deal Registration. Syncplify processes those details, and the Partner's users' personal data, to operate the program under its privacy notice. Clause 7.7 governs data handled under a Grant.
9.4 Honest sign ups. The Partner shall not create, procure or encourage sign ups that are not by genuine businesses for their own use, shall not use the Service's free trial to obtain the Service for itself or its affiliates through introduced accounts, and shall not attempt to circumvent Syncplify's measures that keep its trial honest. Syncplify may treat any sign up it identifies as contrary to this clause as unattributed, reverse any commission on it, and suspend or end this Agreement for cause.
9.5 Syncplify may set, for the Partner, a limit on the number of trials it may generate in a month, may exclude trials from accounts the Partner introduces, and may exempt, at its discretion and revocably, the Partner's registered addresses from its trial correlation checks; the Partner Portal shows the settings in force. A Site the Partner needs for its own demonstration or testing is obtained by the Partner as a Customer in its own name, at Syncplify's published prices, and never through an introduced account.
10. Confidentiality
10.1 Each party shall keep confidential the other's non public business, technical and financial information disclosed under this Agreement, including the Statements and the identity of the attributed Customers, shall use it only to perform this Agreement, and shall protect it with at least the care it gives its own confidential information. The obligation does not apply to information that is public through no fault of the receiving party, was lawfully known to it beforehand, is independently developed, or must be disclosed by law, in which case the receiving party gives what notice the law allows. The obligation survives for three years after this Agreement ends, and indefinitely for trade secrets. Information the Partner sees under a Grant is the Customer's and is governed by clause 7.7, not by this clause.
11. Term, suspension and termination
11.1 This Agreement takes effect when the Partner accepts it in the Partner Portal and continues until terminated under this section.
11.2 Either party may terminate this Agreement for convenience on thirty days' written notice.
11.3 Syncplify may suspend the Partner's account, with notice stating the reason, while it investigates a suspected breach of this Agreement, a sanctions concern, a suspected compromise of a Partner user account, a complaint by a Customer about the Partner's conduct under a Grant, or a pattern of sign ups contrary to clause 9.4. During a suspension the Partner cannot register deals or make new Attributions, every Grant and every session under it is ended, and no Payout is made; commission continues to accrue and Statements continue to issue, and if the suspension is lifted the withheld Payouts are made in the ordinary course. A Grant ended by a suspension is not restored automatically; the Customer may give a new one.
11.4 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach that is not remedied within fifteen days of notice, or a breach that cannot be remedied, becomes insolvent, or ceases business. Syncplify may terminate immediately for cause, without a remedy period, on the Partner's breach of clause 2.2, 2.5, 3.5, 7.2, 7.4, 7.7, 7.8, 9.1, 9.2 or 9.4, or on a sanctions match under clause 3.4.
11.5 Effect of termination. From the effective date: the Referral Code stops working, every Deal Registration expires and no new Attribution arises; every Grant and every session under it ends; no commission accrues on any invoice collected afterwards; Statements continue to issue for commission that had matured or had been carried, and, subject to clause 11.6, the amounts payable under them are paid in the ordinary course, with the final balance paid in full regardless of the minimum payout; the licence under clause 2.7 ends and the Partner ceases to use Syncplify's names and marks; and the Partner's users lose access to the Partner Portal except to read Statements, for which Syncplify will provide copies on request for one year.
11.6 Forfeiture on termination for cause. Where Syncplify terminates for cause under clause 11.4, commission that has matured but has not yet appeared on an issued Statement is forfeited, and no further commission is owed. Amounts on Statements already issued remain payable, subject to reversals under clause 5.7 and to Syncplify's right of set off for any loss the cause of termination caused.
11.7 Termination does not affect any Customer. Every Customer's account, billing, Sites, users and Connectors continue with Syncplify unchanged; only the Partner's access ends. The Partner shall cooperate in good faith with each Customer in handing over any administration it performed, and shall return or destroy the Customer's information in its possession as the Customer instructs.
11.8 Clauses 5.7, 5.8, 5.10, 6.8, 7.7, 7.9, 10, 11.5 to 11.8, 12, 13 and 14 survive termination.
12. Data, security and records
12.1 Syncplify holds, about the Partner: the application information, the Partner's users and their sign in material, the accepted versions of this Agreement and the Commission Schedule, the Deal Registrations, the tax forms, the payout details, the sanctions screening records, the ledger, the Statements, the Payouts, a record of activity in the Partner Portal, and, on each Customer's activity trail, the actions the Partner's users took under a Grant. Payout details are encrypted at rest and are shown in the Partner Portal only in redacted form.
12.2 After this Agreement ends Syncplify retains the ledger, Statements, Payout records, tax forms and screening records for as long as tax, accounting and sanctions law requires, retains the record of activity as tamper evident business records, and retains on each Customer's activity trail the record of what the Partner did there, because that record is the Customer's. Syncplify deletes the Partner's users' sign in material within a reasonable time after termination and the payout details once the final Payout is made and the period in which it could be reversed has passed.
12.3 Syncplify records the actions taken in the Partner Portal and under Grants, including acceptances, registrations, changes to payout details, uploads of tax forms, changes to the Partner's users and every opening of a Site, and may rely on that record.
13. Warranties, liability and indemnity
13.1 Each party warrants that it has the power to enter into this Agreement and that doing so does not breach any obligation it owes to another. The Partner warrants that it has the skill and resources to perform the services it offers Customers under clause 7.6.
13.2 The Service is provided to Customers under Syncplify's customer terms, and nothing in this Agreement is a warranty to the Partner about the Service, its availability or its fitness for any purpose. Except as this Agreement expressly states, Syncplify disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non infringement.
13.3 Neither party is liable to the other under or in connection with this Agreement for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business or goodwill, however arising. Syncplify's total liability to the Partner under or in connection with this Agreement, in contract, tort or otherwise, does not exceed the commission paid to the Partner in the twelve months before the event giving rise to the claim. Nothing in this clause limits liability that cannot be limited by law, or the Partner's liability under clause 13.4.
13.4 The Partner shall indemnify Syncplify against every loss, liability, cost and expense, including reasonable legal fees, arising from a claim by a third party, including a Customer, caused by the Partner's breach of clause 2, 3.5, 7, 9 or 10, by the Partner's services to a Customer, by any action the Partner took under a Grant, or by any representation the Partner made about the Service that Syncplify had not published.
14. General
14.1 Notices. Notices to the Partner are given in the Partner Portal and by email to the Partner's administrators; notices to Syncplify are given by email to the address stated in the Partner Portal, with a copy by post to Syncplify's registered address for a notice of breach or termination.
14.2 Assignment. The Partner shall not assign or transfer this Agreement or any right under it, including the right to a Payout, or subcontract any service performed under a Grant, without Syncplify's prior written consent. Syncplify may assign this Agreement to an affiliate or to a successor to the Service on notice.
14.3 Amendment. Syncplify may amend this Agreement by publishing a new version in the Partner Portal; the amendment binds the Partner when an administrator accepts it there, and clause 8 governs changes to the Commission Schedule. No other amendment is effective unless in writing and signed by both parties.
14.4 Entire agreement. This Agreement, the Commission Schedule version the Partner has accepted and Syncplify's brand guidelines are the entire agreement between the parties about its subject matter and supersede every earlier discussion and document. Neither party relies on any statement not set out in them.
14.5 Severability and waiver. If any provision is held unenforceable it is modified to the minimum extent needed and the rest stands. A failure to enforce a provision is not a waiver of it.
14.6 Governing law and disputes. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any dispute arising from it, save that either party may seek injunctive relief in any competent court to protect its confidential information, its intellectual property or a Customer's data.
14.7 Language and counterparts. This Agreement is made in English. Acceptance in the Partner Portal has the same effect as a signed original.
Exhibit A: Commission Schedule for value added resellers, as accepted
The version of the Commission Schedule the Partner accepted in the Partner Portal governs. The figures below are those published with version 1.0 of this Agreement, reproduced for convenience.
| Figure | Value |
|---|---|
| Commission rate | 25 percent of the Collected Amount |
| Commission Window | 12 months from the start of the first collected invoice's billing period |
| Attribution lapse | 6 months without a collected invoice |
| Maturity before payout | 60 days after collection |
| Payment terms | 30 days from the Statement |
| Minimum payout, partner established in the United States | 100 United States dollars |
| Minimum payout, partner established elsewhere | 250 United States dollars |
| Annual sweep | every positive balance paid in December regardless of the minimum |
| Write off floor for a negative balance | 250 United States dollars |
| Negative balance aging | 12 months |
| Deal protection | 90 days from approval |
| Protection extension | one extension of 90 days, 180 days in total at most |
| Currency | United States dollars, by bank transfer |