PARTNERSHIP PROGRAM TERMS
Last updated: May 12, 2023 

1. Scope of Terms.  

1. Agreement; Parties.  These Partnership Program Terms (“Terms”) are incorporated into and govern the Referral Partnership Agreement (“Partnership Agreement”).  These Terms together with the Partnership Agreement form the entire agreement (this “Agreement”) between Equity Quotient, Inc. (“EQ”) and the applicable legal entity that entered into the Partnership Agreement” with EQ (“Partner”).  Each of EQ and Partner are referred to herein as a “Party” and, together, as the “Parties.”
2. Referral Partnership Program.  These Terms apply to Partner’s participation in EQ’s Referral Partnership Program, the primary terms of which are described in the Partnership Agreement.  EQ’s Referral Partnership Program is for referrals of prospective new customers by Partner to EQ for the purchase of subscriptions to use EQ’s software-as-a-service platform (“EQ Services”).

• Term.

1. 1. Term.  This Agreement will commence on the Effective Date set forth in the Partnership Agreement (“Effective Date”) and continue for the Term described in the Partnership Agreement (the “Term”).  

• Referrals.

1. Referral Process.  During the Term, Partner agrees to use commercially reasonable efforts to refer to EQ prospective new customers that Partner reasonably believes have a bona fide interest in purchasing the EQ Services.  Each such referred prospective new customer that is referred to EQ by Partner will be a “Referred Prospect.”  At the time of referring a Referred Prospect to EQ, Partner will introduce EQ’s designated representatives to the Referred Prospect and provide to EQ such information as is reasonably available to Partner regarding the Referred Prospect, including the name and contact information of the individual representatives that Partner has had discussions regarding the EQ Services with and any other pertinent information regarding EQ Services features or data that the Referred Prospect has expressed specific interest in.  Partner agrees to reasonably cooperate with EQ in effort to finalize a sale of EQ Services to each Referred Prospect.
2. Acceptance and Rejection.  Within three business days of Partner’s referral of a Referred Prospects, EQ may reject such Referred Prospect by providing written notice to Partner if EQ was already in bona fide sales discussions with, or previously received a referral from another partner in EQ’s Referral Partnership Program for, such Referred Prospect prior to the time the referral was first made.  If EQ does not so reject such Referred Prospect or otherwise affirmatively accepts such Referred Prospect in writing, such Referred Prospected will be deemed accepted and will be an “Accepted Prospect.”

• Promotion and Branding.

1. 1. 1. Promotion of EQ Services.  In connection with Partner’s promotion of the EQ Services, Partner will use commercially reasonable efforts to ensure all communications regarding the EQ Services or EQ are fair, complete, and accurate and are not deceptive, misleading or illegal.  If Partner has is unsure about the scope of the EQ Services or the pricing or terms under which the EQ Services are offered, the Partner should request clarification directly from EQ.  Unless otherwise agreed to by EQ in writing (including in a separate agreement for the purchase of access to the EQ Services), Partner will not have any right to use the EQ Services.  Except with respect to the content of EQ’s publicly available website or Marketing Materials (defined below), Partner will be responsible, and will indemnify EQ, for any deceptive, misleading or illegal advertising, marketing or promotional practices engaged in by or on behalf of Partner in relation to EQ or the EQ Services.  
      2. Marketing Materials.  In addition to materials made publicly available on EQ’s website, EQ may make available to Partner certain marketing materials that describe the EQ Services (“Marketing Materials”).  Partner will not modify, revise, amend, edit or otherwise change the Marketing Materials without EQ’s prior written consent.  Partner will use commercially reasonable efforts to fairly, completely, and accurately convey the content of the Market Materials in connection with any promotion of the EQ Services and will only use the Marketing Materials in connection with such promotion.  
      3. Independent Promotion.  Unless otherwise agreed to in the Partnership Agreement, Partner acknowledges and agrees that EQ may independently promote and market the EQ Services, including through other partner referral relationship with third parties.  Nothing in this Agreement is intended to or will restrict EQ from engaging in the general marketing, advertising or other promotion of the EQ Services.
      4. Branding.  Unless otherwise agreed to in the Partnership Agreement, each Party will have the right to use the other Party’s name and logo to indicate Partner is part of EQ’s Referral Partnership Program subject to the other Party’s brand guidelines provided by the other Party in writing.  Partner will not use EQ’s name, logo or other trademarks to imply any recommendation or endorsement by EQ of any Partner products or services.  Each Party agrees that the goodwill arising from use of the other Party’s trademarks hereunder will inure solely to the benefit of and remain at all times the sole property of the other Party.
      5. Limits on EQ Services.  Partner acknowledges and agrees that (i) the EQ Services have been developed and are intended to be used for informational and reference purposes only; (ii) neither EQ nor the EQ Services provide or constitute legal, compliance, regulatory, financial, investment, accounting, tax, clinical, treatment, diagnosis, research, information technology, marketing, political, lobbying, or other professional advice, opinions or recommendations of any kind; (iii) the EQ Services may contain inaccurate or incomplete information; (iv) EQ is a technology services provider only and that EQ does not act as a fiduciary or agent in relation to the EQ Services; and (v) the EQ Services are intended for use for, and within, the U.S. only.
      6. No Rights in EQ Services.  EQ retains sole and exclusive ownership of, and Partner does not acquire any ownership or other rights in or to, any systems, inventions, know-how, data, designs, methods, technologies, processes, documentation, specifications or information, including any intellectual property rights, that underlie or comprise the EQ Services.  

• Payment Terms.

1. 1. Referral Fees.  The Referral Fees described in the Partnership Agreement will be payable by EQ to Partner with respect to each Accepted Prospect that enters into a contract to purchase the EQ Services within 30 days from EQ’s receipt of the amounts payable under such contract.  The Referral Fees will be paid in U.S. dollars.  
   2. Taxes. The Referral Fees do not include any applicable sales or use taxes or similar duties that may be imposed in relation to this Agreement, but excluding taxes based on EQ’s net income (“Taxes”).  Partner will be responsible for paying all such Taxes.  In the event EQ is required at any time to pay any such Taxes in connection with this Agreement, Partner will reimburse EQ therefor. 
   3. Disputes.  If Partner has a bona fide dispute with respect to the Referral Fees, Partner will notify EQ in writing within 30 days of the date it received such Referral Fees and the Parties will work together in good faith to resolve such dispute.  
   4. Non-Payment.  Any Referral Fees due to Partner by EQ that are not paid when due will be subject to a late fee equal to 0.5% of the unpaid balance per month.  
   5. Audit Rights.  EQ will maintain reasonable records documenting the basis for its calculations of the Referral Fees.  During the Term, Partner will have the right, no more than once per year and upon thirty (30) days written notice to EQ, to reasonably audit and inspect all such records to determine the accuracy of the Referral Fees paid by EQ under this Agreement.  Partner will be responsible for any audit costs incurred, unless the audit reveals an underpayment in which case, EQ will promptly pay the shortfall amount and, if the underpayment is greater than 5%, reimburse Partner for the reasonable and documented costs of the audit.  If the audit reveals an overpayment, Partner shall promptly pay to EQ the amount of the overpayment.  Any audit hereunder will be conducted during EQ’s normal business hours of operation and in a manner that does not disrupt EQ’s normal business operations.  Any records made available in connection with such audit rights under this Section shall be deemed EQ’s Confidential Information.  

• Confidentiality.

1. Confidentiality Obligations.  Each Party (“Receiving Party”) will keep confidential and not disclose to any person any confidential or proprietary information (“Confidential Information”) that is made available by the other Party hereunder (“Disclosing Party”), except (i) to the extent expressly permitted by this Agreement or by Disclosing Party in writing; (ii) to use Confidential Information in the performance of Receiving Party’s obligations or exercise of its rights under this Agreement; (iii) as requested or required by applicable law; and (d) to any person employed or engaged by Receiving Party that has a reasonable need to know the Confidential Information.  Receiving Party will use at least the same degree of care to protect the Confidential Information of Disclosing Party from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information of similar importance, but not less than reasonable care.
2. Disclosure Required by Law.  In the event that Receiving Party is requested or required by applicable law, including by a regulatory authority, subpoena, court order, deposition, or other similar process, to disclose any Confidential Information, Receiving Party will reasonably comply with such request or requirement and will, to the extent permitted by applicable law, provide to Disclosing Party in writing prompt notice of any such request or requirement so that Disclosing Party may seek an appropriate protective order.  Receiving Party will not oppose any action by, and will cooperate with, Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.
3. Notice of Unauthorized Use.  Receiving Party will promptly notify Disclosing Party promptly after becoming aware of any actual loss or unauthorized use, disclosure of or access to Disclosing Party’s Confidential Information and take reasonable steps to limit, stop or otherwise prevent such loss or unauthorized use, disclosure or access.
4. Exclusions.  Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of the actions of Receiving Party or a person employed or engaged by Receiving Party contrary to their respective obligations of confidentiality; (ii) is or becomes available to Receiving Party from a third party free of any restrictions as to its use or disclosure; or (iii) is or was independently developed by Receiving Party without violation of this Agreement.
5. Feedback.  To the extent Partner choose to provide EQ with any suggestions, ideas or other feedback related to the EQ Services or Marketing Materials (“Feedback”), Partner hereby grants to EQ a perpetual, irrevocable, worldwide, royalty-free, sublicensable and non-exclusive license to use such Feedback.

• Termination

1. 1. 1. Termination.  This Agreement may be terminated upon written notice by a Party in the event the other Party: (i) commits a material breach of this Agreement that remains uncured for 30 days following receipt of written notice thereof; or (ii) becomes subject to bankruptcy proceedings or the appointment of a receiver, liquidator, or similar officer over any of its assets or business of a Party.  
      2. Consequences of Termination.  Upon termination or expiration of this Agreement, all rights granted by EQ under this Agreement will terminate.  Any provisions of this Agreement that by their nature should survive termination or expiration of this Agreement will so survive. 

• gENERAL tERMS

1. Governing Law; Jurisdiction.  This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws thereof.  The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  Any actions to enforce any arbitration award or judgment arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of the New York County, New York and the Southern District of New York and each Party irrevocably consents to such jurisdiction.  
2. Mutual Representations and Warranties.  Each Party represents and warrants that: (i) it is duly organized pursuant to, and validly existing under the laws of, the jurisdiction of its organization, and has the requisite power and authority to enter into this Agreement; (ii) this Agreement has been duly and validly authorized, executed and delivered by or on its behalf and this Agreement constitutes a valid, binding and enforceable agreement on it; and (iii) the performance of its obligations under this Agreement will not conflict with, violate the terms of, or constitute a default under any law or agreement to which it is a party or by which it is bound.  
3. Updates.  Partner acknowledges and agrees that EQ may modify these Terms from time to time (“Update”).  Partner will be notified of an Update through notifications or posts on the EQ website or through a form of direct communication from EQ to the Partner.  A Update of these Terms will be effective 30 days after being posted or after Partner has been notified directly.  In the event that an Update materially and adversely affects Partner, Partner will be entitled to terminate this Agreement upon written notice to EQ within 30 days of the Update becoming effective.  If Partner does not terminate in response to an Update, Partner will be deemed to have accepted such Update. 
4. Assignment.  Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except that each Party may, without prior consent: (i) subcontract its obligations under this Agreement to any person; provided that it remains responsible for its obligations under this Agreement; or (ii) assign this Agreement in connection with a sale of all or substantially all of its business to which this Agreement relates.  Any assignment, transfer or novation in violation of this Section will be void.  
5. Notices.  Notices and other written communications hereunder may be given by EQ by general notice through the Services.  In addition, all notices and other written communications hereunder must be in writing (or electronic) and delivered personally or by overnight courier, billed to sender or by certified or registered U.S. mail, return receipt requested, postage prepaid, or via email to all the Parties at the addresses set forth in the Partnership Agreement or to such other place as a Party may designate by written notice to the other Party.
6. Amendments.  Except with respect to Updates, no amendment or change to this Agreement will be binding on either Party unless it is made in writing and signed by, or on behalf of, each Party.
7. Entire Agreement.  This Agreement contains the entire agreement between the Parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them whether in writing or oral.  EQ will not be bound by any term, condition or other provision, howsoever related or submitted, which is different from or in addition to the provisions of this Agreement, including in any purchase order or other documentation provided by or behalf of Partner.  Each Party acknowledges and agrees that it has not relied on, and will have no remedy in respect of, any representation made, but not expressly set out in this Agreement.  
8. No Third-Party Beneficiaries.  This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions, provided that this does not affect any right or remedy of such a person.  
9. Severability.  If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be interpreted to reflect the intent of the original provision and modified to the minimum extent necessary to make it valid, legal and enforceable, and the validity and enforceability of the rest of this Agreement will otherwise remain unaffected.
10. Relation of the Parties.  EQ is an independent contractor of Partner.  Nothing in this Agreement will be deemed to constitute a partnership or any employment relationship between the Parties nor, will anything in this Agreement be deemed to create any agency relationship between the Parties for any purpose.  
11. No Waiver.  Except to the extent otherwise expressly stated in this Agreement, no delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement will operate as a waiver of that right or remedy.  Any single or partial exercise of any right, power or remedy will not preclude any other or further exercise of the same.
12. Counterparts.  An Partnership Agreement or other document in relation to this Agreement may be executed in any number of counterparts, each of which when executed will be an original, and all counterparts together will be the same agreement.
13. Electronic Signatures.  Each Party may evidence their signature under this Agreement by transmitting by email a signed signature page in PDF or other customary electronic format together with the final version of the executed document or by electronically signature (e.g., through a third-party electronic signature service provider).  
14. Interpretation.  In this Agreement, unless the context otherwise requires: (i) references to this Agreement or any other agreement, document or law will be construed as references to this Agreement or such other agreement, document or law as the case may be, as the same may have been, or may from time to time be, Updated, amended, or supplemented; (ii) any phrase introduced by the words “including”, “includes”, “in particular”, “for example” or similar will be construed as illustrative and without limitation to the generality of the related general words; (iii) references to a “person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity and are also to its permitted successors and assigns (iv) law will be interpreted encompass all legal requirements, including statutes, ordinances, regulations, rules, codes, orders, constitutions, judgments, decrees or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction; (v) a reference to “writing” or “written” includes email notice as set forth in this Agreement; (vi) the words “herein,” “hereof,” “hereunder,” and the like refer to this Agreement as a whole and not to any particular attachment, document or section; (vii) “third party” reference to any person other than Partner or EQ or their affiliates; and (viii) the word “or” is used in the inclusive sense, commonly associated with “and/or.”  The Parties agree that the rules of construction that ambiguities are resolved against the drafting Party will not apply in the interpretation of this Agreement.