Botpress Partner Agreement

These terms constitute a contractual agreement (the “Agreement”) made between Botpress, Inc. (“Botpress” or the “Company”) and a partner (“you” or the “Partner”) who participates in the Botpress Partner Program (“Partner Program"). The Company and Partner are each referred to as “Party” and collectively as “Parties”.

WHEREAS, Botpress offers a Software-as-a-Service (“SaaS” or “Software”) platform for building and deploying AI agents;

WHEREAS, Botpress offers a Partner Program that enables Partners to promote, sell, and distribute Botpress's SaaS products in exchange for revenue share as outlined in this Agreement;

WHEREAS, the Partner Program includes different categories and types of Partners, all of whom may have different roles and obligations and be subject to different revenue shares as detailed in Schedules A and B;

NOW, THEREFORE, in consideration of the above, the Parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

a. “Community Partner” is a category of Partners encompassing Certified Freelancers, Affiliate Partners, and Botbassadors;

b. A “Certified Freelancer” designates a legal person or entity who introduces customers to Botpress and provides consulting, implementation, professional services and technical support to such customers;

c. An “Affiliate Partner” designates a legal person or entity who refers customers to Botpress without providing services in connection with Botpress products;

d. An “Innovation Partner” is a legal entity that introduces customers to Botpress and provides consulting, implementation, professional services and technical support to such customers, either at the Silver, Gold or Global Partner level.

Any capitalized terms not otherwise defined in this Agreement shall have the meaning assigned to them in the Botpress Terms of Service, available at botpress.com/legal.

2. Conditions to participate in the Partner Program

To be eligible for the Community or Innovation Partner Program, the Partner must:

a. Receive an invitation to join the Botpress Partner Program at a specific Partner type or tier;

b. In the case of natural persons, be older than 18 years or at least of the age of majority in the jurisdiction where the Partner resides and from where the Partner carries out Partner activities;

c. Provide all information that Botpress requires as part of its Partner certification process; and

d. Ensure compliance with all applicable laws, regulations, and industry standards, including but not limited to the export control laws and regulations enforced by the U.S. Office of Foreign Assets Control (OFAC), data protection and privacy laws, and any other relevant legal or regulatory requirements in the jurisdictions where the Partner operates.

Botpress reserves the right to reject any application for participation in the Community or Innovation Partner Programs for any reason, at its sole discretion. 

3. Software License

Botpress will provide Partners with a limited license to use the Software to determine its usability, desirability, functionality, and compatibility with Partners’ applications and operations environment. Partners’ use of the Software is subject to the standard Botpress Terms of Service, which are incorporated herein by reference and available at botpress.com/legal. Botpress will provide Partners with reasonable technical support services in accordance with the Company’s standard practices.

4. Partner Obligations

All Partners agree to :

a. Actively promote and market the Software;

b. Make reasonable efforts to generate leads, referrals, and sales for the Software;

c. Maintain a positive brand image and represent the Software accurately and per the Botpress brand guidelines;

d. Stay up-to-date with any new Software features, updates and enhancements;

e. Comply with the mandatory deal registration requirements as outlined in Section 5; and

f. Report promptly to Botpress any misuse, product defects, unauthorized access, security vulnerabilities, or other issues related to the Software that could impact its functionality, security, or compliance with applicable laws and regulations. The Partner shall cooperate in good faith with Botpress to investigate and resolve such matters.

Additionally, all Certified Freelancers and Innovation Partners agree to:

g. Use reasonable efforts to ensure the success of the Software implementation in the customer’s business and

h. Provide first-line support to customers and promptly respond to inquiries, resolve basic technical issues, and provide general guidance and assistance to customers regarding the use and functionality of the Software.

The Botpress partnership team will conduct regular reviews of the Partners’ activities to ensure compliance with the terms of this Agreement. Partners are expected to be fully transparent in all their dealings related to the use of the Software.

5. Mandatory Deal Registration

As part of their Partner obligations, and to facilitate Botpress’ accurate tracking of sales and compensation, all Partners must:

a. Register each deal opportunity involving Botpress products (Self-Serve, Plus Plan, Team Plan and Enterprise Plan) in the designated Partner Portal (PartnerStack) as soon as the Partner begins formal engagement with a potential client;

b. Accurately fill out the projected deal size within the Partner Portal, realistically reflecting, to the best of their knowledge, the expected revenue to Botpress should the deal successfully close; and

c. To maintain accuracy throughout the sales cycle, keep all deal information current and promptly update the Partner Portal with any changes to the deal’s status, size, or expected close date.

Failure to comply with these registration requirements may result in Botpress reserving the right not to pay the revenue share associated with the deal.

6. Company Obligations

Botpress agrees to use reasonable efforts to provide the Partner with the necessary training, enablement, technical support, guidance, and best practices to assist the Partner in effectively serving their prospects and clients. This can include access to resources, tools, marketing support, and ongoing assistance to ensure that the Partner can successfully leverage Botpress products and services in their operations. Additionally, Botpress will use reasonable efforts to refer customers to the Partner for services and implementation work as is appropriate, in line with the Partner’s capabilities and offerings.

7. Revenue Share

Revenue share calculations will be based on the subscription value of pricing plans the Partner adds that calendar quarter and currently active subscription plans generated by that Partner.  

Revenue share for Partners will be calculated based on the rates set forth in Schedule B, as amended by Botpress from time to time. Only the license fees (including subscription fees and usage fees but excluding any professional services, AI Token fees and subscription renewal fees) charged by Botpress to the customer pursuant to qualifying plans are considered to determine the Partner’s revenue share.

A qualifying plan for revenue share is defined as a customer plan that was sourced and referred by the Partner to Botpress via the correct channels in accordance with all requirements of the Partner Program. Partners will not be paid any revenue share on deals originating from Botpress or on client renewals, unless in cases explicitly outlined as exceptions to this rule in Schedule B.

In order to qualify for revenue share, Partners must:

a. Be qualified for and accepted into the Partner Program;

b. Have been invited to and created their profile in the Partner Portal (PartnerStack);

c. Not be currently using bulk hosting credits;

d. Not be in default of their obligations pursuant to the Partner Program; and

e. Meet and maintain any minimum certification requirements as may be determined by Botpress.

Botpress’ obligation to pay a revenue share to the Partner shall be absolutely conditioned upon the receipt by Botpress of the full corresponding revenue from a customer. Botpress may collect unpaid revenue from customers at its absolute discretion. 

Community and Innovation Partners are eligible to receive a revenue share on new business opportunities sourced by them as long as they remain Partners. Conditions and time limitations on revenue sharing may apply to different products sold and Partner tier or type, as outlined in Schedule B.

8. Payment Terms

Revenue share payments are made as follows:

a. Self-Serve Plans: Payments for Self-Serve Plans are made monthly for Self-Serve Plans that are invoiced to the Customer on a monthly basis.

b. Enterprise Plans: Payments are made quarterly for Enterprise Plans, based on the total amount paid or recognized by the Partner for qualifying plans in that quarter. For the purpose of the Partner Program, annual payments for Enterprise Plans are recognized quarterly.

Monthly payments will be processed within 15 days of the end of each month. Quarterly payments will be processed between the 1st and 15th of January, April, July, and October. All payments will be paid out via the Partner Portal (PartnerStack).

9. Taxes

Partners are wholly responsible for complying with and submitting the requisite filings and payments under applicable federal, provincial, municipal or local law, including but not limited to all taxes applicable to their income that arise from or as a result of any activities under this Agreement.

10. Trademarks

During the term of this Agreement, Botpress grants to the Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Botpress Trademarks, solely as necessary to perform the Partner’s obligations under this Agreement. The Partner’s use of the Botpress Trademarks must comply with Botpress’ trademark guidelines, which may be updated and communicated to Partners from time to time. 

Partners’s use of Botpress Trademarks must comply with the following:

a. Partners may not use Botpress Trademarks, or any variations or misspellings thereof, in its business name, logo, branding, advertising, social media, domain name (including without limitation top-level domains, sub-domains, and page URLs), products, or services, without prior express written permission from Botpress;

b. Partners may not purchase or register search engine or pay-per-click keywords (e.g., as Google Ads), trademarks, email addresses, or domain names that include Botpress Trademarks or any variations or misspellings thereof that could be misleading or confusingly similar to Botpress Trademarks; and

c. Partners who wish to display the Botpress logo on their website must submit a request to Botpress outlining the proposed use and including mockups of the planned placement and context. Botpress reserves the right to deny any use of its logo based on compliance with its brand guidelines and at its sole discretion.

11. Feedback

If a Partner provides any feedback to Botpress concerning the Partner Program, the Software or other products and services supplied by Botpress, that Partner agrees to assign to Botpress all rights, titles, and interests in and to the feedback, and Botpress will be free to use, reproduce, disclose, and otherwise exploit the feedback without attribution, payment or restriction.

12. Beta Services

From time to time, Botpress may invite the Partner to use, on a trial basis, new services or features of the Software that are in development and not yet available to all Partners or Customers (“Beta Services”). Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Botpress and subject to the confidentiality provisions of this Agreement. Botpress makes no representations or warranties as to the reliability, performance, or uninterrupted performance of Beta Services. Botpress may discontinue Beta Services at any time in its sole discretion.

13. Independent Contractors

Partners are independent contractors and will not be deemed to be employees, servants, dependent contractors or agents of the Company for any purpose whatsoever.

14. Confidentiality

Each Party (“Receiving Party”) understands that the other Party (“Disclosing Party”) has disclosed or may disclose business, technical, or financial information related to its operations (“Proprietary Information”). Proprietary Information of the Company includes, but is not limited to, non-public information about the features, functionality, subscription price and performance of its Software. Proprietary Information of Partners includes non-public data shared with the Company to enable the intended collaboration under this Agreement. 

The Receiving Party agrees to:

a. Take all reasonable precautions to protect the Disclosing Party’s Proprietary Information;

b. Use the Proprietary Information only for the purpose of the intended collaboration under this Agreement or as otherwise explicitly permitted in writing; and

c. Not disclose to any third person any such Proprietary Information without the Disclosing Party’s explicit prior written consent.

15. Non-Solicitation

During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Partner shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce:

a. Any existing or prospective customers of Botpress with whom the Partner had material interactions during the term of this Agreement for the purpose of offering competing products or services;

b. Employees, consultants, or independent contractors of Botpress to terminate or modify their relationship with Botpress, or to engage in any business that competes with Botpress; or

c. Any other Partners of Botpress to enter into a competing business relationship that would materially disadvantage Botpress.

This restriction shall not apply to general advertisements or solicitations that are not specifically directed at individuals or entities covered under this clause.

16. Limitation of Liability

Notwithstanding anything to the contrary in this Agreement, except for bodily injury of a person, Botpress and its suppliers, including but not limited to all equipment and technology suppliers, officers, affiliates, representatives, contractors, and employees, shall not be responsible or liable, under any contract, negligence, strict liability or other legal theory, for:

a. Any error, interruption of use, loss, inaccuracy or corruption of data, cost of procurement of substitute goods, services or technology, or loss of business;

b. Any indirect, exemplary, incidental, special, or consequential damages;

c. Any matter beyond Botpress’ reasonable control; or

d. Any amounts that, together with all other claims, exceed the total fees payable by Botpress to the Partner under the Agreement.

The above applies regardless of whether Botpress has been advised of the possibility of such damages.

17. Termination

This Agreement shall commence on the date of signature and remain in effect for one (1) year. Thereafter, the Agreement shall automatically renew for successive one (1) year periods unless terminated in accordance with this section. 

Either Party may terminate this Agreement at any time, for any reason, with or without cause, by providing a written notice to the other Party. Termination shall be effective immediately upon receipt of such notice unless a later termination date is specified in the notice.

18. Consequences of Termination

Upon termination of this Agreement, each Party shall promptly return or destroy all property, materials, and Confidential and Proprietary Information of the other Party in its possession or control. If destruction is chosen, the destroying Party shall provide written certification of such destruction.

Upon termination, the Partner shall immediately cease all use and display of any Botpress Trademarks on any website, marketing materials, or other media.

All rights granted to the Partner under this Agreement shall immediately terminate, including but not limited to the Partner’s right to receive any payments of Referral Fees or revenue share, unless otherwise expressly authorized in writing by Botpress at its sole discretion.

19. Survival

The following provisions shall survive the termination or expiration of this Agreement, regardless of the reason for termination, and shall remain in full force and effect according to their terms: Confidentiality; Non-Solicitation; Limitation of Liability; Governing Law and Dispute Resolution; and Final Provisions.

20. Amendments, Notification Procedures, and Changes to the Agreement

Botpress reserves the right, in its sole discretion, to modify, update, or amend this Agreement at any time. In the event of a material change to this Agreement, Botpress will provide notice to Partners via the Partner Portal or by other reasonable means. 

Any modifications shall take effect upon the date specified in the notice unless otherwise stated in this Agreement. However, any such modification shall not impact revenue share already earned by the Partner before the effective date of the change.

21. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including but not limited to its formation,  interpretation, performance,  breach,  termination,  or  validity,  shall  be   resolved through the following steps:

a. Before initiating arbitration, the Parties shall first attempt to resolve the dispute through good-faith mediation in accordance with the following provisions:

1. The mediation shall be administered by the Canadian Commercial Arbitration Centre (“CCAC”) or another mutually agreed-upon mediation service, following its mediation rules in effect at the time of mediation;
2. The mediation shall take place in Montreal, Canada, and may include electronic means of communication when appropriate;
3. The arbitration shall be conducted in the English language;
4. The Parties shall jointly select a neutral mediator. If the parties fail to agree on a mediator within ten (10) days after the request for mediation, the mediator shall be appointed by the CCAC;
5. The mediation process shall not exceed sixty (60) days from the date of the mediation request unless extended by mutual agreement;
6. Each Party shall bear its own costs and expenses for mediation, except that the mediator’s fees shall be shared equally.

b. If mediation does not result in a resolution within the specified timeframe, the dispute shall be exclusively resolved through binding arbitration in accordance with the following provisions:

1. The arbitration shall be conducted in Montreal, Canada, and may include electronic means of communication when appropriate;
2. The arbitration shall be conducted in the English language;
3. The arbitration shall be administered by the CCAC in accordance with its rules and procedures in effect at the time of arbitration;
4. The Parties shall jointly appoint a single arbitrator. If the parties fail to agree on an arbitrator within ten (10) days after the initiation of arbitration, the arbitrator shall be appointed by the CCAC;
5. The arbitrator’s decision shall be final and binding upon the Parties, and judgment on the award may be entered in any court of competent jurisdiction;
6. The arbitration proceedings, including all documents, evidence, and the final award, shall remain strictly confidential except as required by law or to enforce the award; and
7. Each Party shall bear its own costs and expenses, including attorneys’ fees, incurred in connection with the arbitration.

Notwithstanding the above, either Party may seek interim or preliminary equitable relief, such as an injunctive relief or specific performance, from a court of competent jurisdiction, including to protect its rights or interests pending the outcome of arbitration.

The Parties agree that disputes under this Agreement shall first be submitted to mediation as outlined above. If mediation does not resolve the dispute within the specified timeframe, arbitration shall be the exclusive forum for resolving disputes under this Agreement, except where equitable relief is sought as permitted above.

22. Final Provisions

a. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings or communications, whether written or oral, relating to the same subject matter.

b. Failure of either Party to enforce any provisions of this Agreement shall not be deemed a waiver of that provision or any other rights under this Agreement.

c. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.

d. This Agreement may be executed electronically or by facsimile and in one or more counterparts, each of which will be deemed original but all of which together shall constitute a single, binding agreement.

e. Neither Party may assign, delegate, or transfer this Agreement or any rights or obligations under it without the prior written consent of the other Party, except in connection with a merger or acquisition.

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Schedule A - Partner Types and Enrollment Requirements

You will receive an invitation from the Botpress Partner team to join the program at one of the following tiers. This Schedule outlines the Partner tiers and enrolment requirements for each Partner Program.

1. Community Partners

Build and deploy the agents of the future on the leading multi-agent platform. Get certified and open doors to opportunities to scale your income.

Partner Type and Requirements

Affiliate Partners and Botbassadors do not have any minimum certified resources or annual revenue targets.

Enrollment Requirements for Affiliate Partners and Certified Freelancers

To enroll, you must:

1. Accept this Agreement through a click-through agreement, and
2. Register on the Partner Portal (PartnerStack)  and complete the PartnerPage company profile.

2. Innovation Partners

Join an elite network of global agencies and help enable your clients' growth with custom AI solutions designed for success.

Partner Tiers and Requirements

Enrollment Requirements for Affiliate Partners and Certified Freelancers

To enroll, you must:

1. Designate a key relationship owner within your company who will manage the Botpress partnership and participate in go-to-market initiatives;
2. Accept this Agreement through a click-through agreement via PartnerStack; and
3. Complete the PartnerPage company profile.

Schedule B - Revenue Share

1. Community Partners

1.a. Certified Freelancers

Certified Freelancers receive a Referral Fee, which is calculated as a percentage of the subscription fee for customers they refer to Botpress.

Revenue Share Structure

Additional Conditions for Certified Freelancers:

1. Certified Freelancers are encouraged to focus on selling Plus, Team and Enterprise plans;
2. If a Certified Freelancer helps secure a multi-year Enterprise engagement upon signing, they are entitled to 5% of revenue share (ACV) on the 2nd 12-month term;
3. Revenue share only applies to Software license fees and excludes services, subscription renewals, and AI token fees.

1.b. Affiliate Partners

Affiliate Partners receive Referral Fees for the first 12 months following a new customer acquisition. The Referral Fee is calculated as a percentage of the subscription fee of customers who they refer to Botpress.

Revenue Share Structure

Additional Conditions for Affiliate Partners:

1. Referral Fees apply only to Botpress subscription fees invoiced and collected during the first 12 months following the customer’s initial subscription date;
2. Referral Fees do not apply to fees invoiced or collected after the initial 12-month period;
3. Revenue share applies to Software license fees only and excludes services, subscription renewals, and AI token fees.

2. Innovation Partners 

Innovation Partners receive a Referral Fee on Team and Enterprise plan sales only, which is calculated as a percentage of the subscription fee for customers they refer to Botpress.

Revenue Share Structure

Additional Conditions for Innovation Partners:

1. Innovation Partners are encouraged to focus on selling Team and Enterprise Plans;
2. Gold and Global Partners may opt to substitute their Referral Fee with Market Development Funds (“MDF”), which are funds equivalent to the Referral Fees provided by Company to Partners for  marketing, promotions  and other joint go-to-market initiatives.
3. If an Innovation Partner secures a multi-year Enterprise engagement upon signing, they are entitled to 5% of revenue share (ACV) on the 2nd 12-month term;
4. Revenue share applies to Software license fees only and excludes services, subscription renewals, and AI token fees.