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© Botpress 2024
These terms constitute a contractual agreement (the “Agreement”) made between Botpress, Inc. (“Botpress” or “Company”) and a Partner or Affiliate Partner (as defined below) who participates in the Botpress Partner Program (“Partner Program"). By signing up for the Partner Program or participating in any Partner Program activities, you agree to be bound by this Agreement.
The Partner Program is a program that allows Partners to promote Botpress products and receive a revenue share on qualifying customer subscriptions.
A “Premier Partner” designates a person who introduces customers to Botpress and provides implementation, professional services and technical support to such customers. The "Premier Partner" also needs to be certified by Botpress' official certification program.
A “Certified Partner” designates a person who introduces customers to Botpress and provides implementation, professional services and technical support to such customers.
An “Affiliate Partner” designates a person who refers customers to Botpress without providing services in connection with Botpress products.
To be eligible for the Partner Program, Partner must be the older of (a) 18 years or (b) at least the age of majority in the jurisdiction where Partner resides and from where Partner carries out Partner activities.
To become a Partner, Partner must provide all information indicated as required. Botpress may reject an application for participation in the Partner Program for any reason, in its sole discretion.
Partner will be deemed “Premier Partner”, “Certified Partner”, or “Affiliate Partner” in Botpress’ reasonable discretion.
Botpress will provide a limited license to use Botpress - Software as a Service solution (“Software”) to Partners for the purpose of determining the usability, desirability, functionality, and compatibility of Software with Partner’s applications and operations environment. Partner’s use of the Software is subject to the Botpress Terms of Service, which are incorporated herein by reference. Botpress will provide Partners with reasonable technical support services in accordance with Company’s standard practice.
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 in accordance with Botpress brand guidelines.
d. keep up-to-date with any Software new features, updates and enhancements.
Premier Partners agree to :
e. use reasonable efforts to ensure the success of the Software implementation in the customer’s business.
f. provide first-line support to end-customers and promptly respond to inquiries, resolve basic technical issues, and provide general guidance and assistance to end-customers regarding the use and functionality of the Software.
Revenue share calculations will be based on the subscription value of pricing plans 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 A, as amended by Botpress from time to time. Only the license fees (including subscription fees and usage fees but excluding any professional services fees) charged by Botpress to the customer pursuant to qualifying plans are considered to determine 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 need to satisfy the following requirements prior to qualifying for revenue share:
a. Qualified and accepted to the Partner Program
b. Invited to and profile created on the Partner Portal (PartnerStack)
c. Partner cannot be currently using bulk hosting credits
d. Partner must not be in default of its obligations pursuant to the Partner Program
Botpress’ obligation to pay a revenue share to Partner shall be absolutely conditioned upon the receipt by Botpress of the corresponding revenue from a customer. Botpress may collect unpaid revenue from customers at its absolute discretion.
Premier Partners are eligible to receive a revenue share as long as they remain Premier Partners. Affiliate Partners are eligible to receive a revenue share for a limited duration at the beginning of Botpress’ relationship with a new customer, as set forth in Schedule A.
Revenue share payments are made monthly for self-serve plans that are invoiced monthly to the customer and quarterly for enterprise plans based on the total amount paid or recognized for qualifying plans in that quarter by the partner (for the purpose of the Partner Program, annual payments based on enterprise plans are recognized quarterly). Monthly payments are processed within 15 days of the end of each month. Quarterly payments will be processed between the 1st and 15th of January, April, July, October. All payments will be paid out via the Partner Portal (PartnerStack).
Partners are responsible for all Taxes applicable on their income that arise from or as a result of any activities under this Agreement.
During the term of this Agreement, Botpress grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Botpress Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner’s use of the Botpress Trademarks shall be subject to Botpress’ trademark guidelines communicated to Partner from time to time.
Partners will not:
a. Use the Botpress Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains, and page URLs), products, or services, unless granted express written permission by Botpress in advance of each use.
b. Purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Botpress Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Botpress Trademarks.
If Partner provides any feedback to Botpress concerning the Partner Program, the Software or other products and services provided by Botpress, Partner agrees to assign to Botpress all right, title, and interest in and to the Feedback, and Botpress is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction.
From time to time, Botpress may invite Partner to use, on a trial basis, potential new services or features 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 that the Beta Services will function. Botpress may discontinue the Beta Services at any time in its sole discretion.
Partner and Company are independent contractors in all matters relating to this Agreement.
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of Software. Proprietary Information of Partner includes non-public data provided by Partner to Company to enable Pilot (“Partner Data”). Receiving Party agrees to take reasonable precautions to protect such Proprietary Information, and not to use (except for Pilot or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
Notwithstanding anything to contrary, 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 will not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:
Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party. Botpress reserves the right to cancel or modify the Partner Program Agreement in its entirety, including revenue share terms, without prejudice to the payment of revenue share already earned by Partner, at any time.
Upon termination of this Agreement, each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control. Partner will immediately cease using or displaying any Botpress Trademarks on any Website or otherwise. All rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to receive any payments of Fees under this Agreement, unless otherwise determined by Botpress in its sole discretion.
The following provisions survive termination or expiration of this Agreement: Confidentiality. Proprietary rights, Limitations of liabilities, Governing law and Dispute Resolution, and Final provisions.
Botpress reserves the right, in its sole discretion, to modify, update, or change this Agreement from time to time. If the Partner Program Terms are modified in a material manner, Botpress will notify all Partners via the Partner Portal. Any change will not impact revenue share payment associated with client referral completed prior to the coming into force of the change for a minimum period of 12 months.
This Agreement is governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.
Any dispute, controversy, or claim arising out of or relating to this agreement, including its formation, interpretation, breach, termination, or validity, shall be exclusively resolved by arbitration in accordance with the following provisions:
a. The arbitration shall be conducted in Montreal, Canada, including by electronic means of communication if possible.
b. The arbitration shall be conducted in the English language.
c. The arbitration shall be administered by the Canadian Commercial Arbitration Centre (“CCAC”) in accordance with its rules and procedures in effect at the time of the arbitration.
d. The parties agree to appoint a single arbitrator. If the parties cannot agree on the arbitrator within 10 days after the initiation of the arbitration, the arbitrator shall be appointed by the CCAC.
e. The award rendered by the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
f. The arbitration proceedings, including all documents exchanged, evidence produced, and the contents of the award, shall remain strictly confidential, except as required by law or to enforce the award.
g. Each party shall bear its own costs and expenses incurred in connection with the arbitration, including attorneys' fees.
The parties agree that the aforementioned procedure shall constitute the exclusive forum to resolve any dispute based on this agreement, provided that either party may seek interim or preliminary equitable relief from a court of competent jurisdiction, including injunctive relief or specific performance, to protect its rights or interests pending the outcome of the arbitration.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter. Failure to enforce any provisions of this Agreement will not constitute a waiver. If any provision is unenforceable, the other provisions will remain effective. Parties may execute this Agreement by electronic signatures or by facsimile in counterparts, which taken together will constitute one instrument. Neither party may assign or transfer this Agreement without the prior written consent of the other party.
Schedule A – Revenue Share
Premier Partners
Certified Partners
Affiliate Partners
Affiliate Partners are only eligible for Revenue Sharing during 1 year following the acquisition of the new customer depending on the type of customer subscription.