The parties enter into the Partner Agreement to promote each other’s respective businesses. Subject to the terms and conditions of this Partner Agreement, each party appoints the other, on a non-exclusive basis, to work with the other party pursuant to the agreed activities set out on the Partner Details Document (“PDD”).
Capitalized terms used but not defined on these Partner T&Cs are defined elsewhere in the Partner Agreement. References to “Brandwatch”, “we”, “us”, or “our” are to Runtime Collective Limited (doing business as Brandwatch), an English company with its registered office address at Sovereign House, Church Street, 1st Floor, Brighton, BN1 1UJ, UK. References to “Partner” or “you” are to the party identified on the PDD.
The services that we provide are “Brandwatch Services”. The services that Partner provides are “Partner Services”. The Brandwatch Services and Partner Services are, collectively, the “Services”.
The parties agree to the co-marketing set out on the PDD (if any). All co-marketing is subject to each party’s final approval before publication of the co-marketing, such approval not to be unreasonably withheld or delayed. As part of any co-marketing, or its own marketing, each party may hold itself out only as an “Official Partner” of the other party.
This section applies if the referral option is selected on the PDD.
This section applies only if software integration is selected on the PDD.
Each party will provide the other party with free, online training that a party reasonably requires to perform its obligations under and/or utilize the benefits of this Partner Agreement.
During the Term, each party may provide the other party with a test account to use its Services or to build and Integration (“Test Account”). The Test Account is provided for the other party’s internal use only to allow it to demonstrate the Selling Party’s Services or to build the Integration. Each party’s use of a Test Account is subject to the acceptance of the Selling Party’s standard terms and conditions as set out on the PDD, which supersede any conflicting terms in this Partner Agreement related to use of the Test Account.
This section applies if Vizia for Developers is selected on the PDD.
If brand use is selected on the PDD, during the Term each party gives to the other party a non-exclusive, revocable, royalty-free, non-sub-licensable license to use the designated trade names, trademarks, service marks, logos, and domain names of the other party in accordance with that party’s Advertising Materials.
Confidential Information means any information that is disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is expressly marked as confidential or that a reasonable person under the circumstances would understand to be confidential. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
Each party will hold in strict confidence for two years after the end of the Term, and will not use other than for the sole purpose of performing its obligations or utilizing its benefits under this Partner Agreement, all Confidential Information of the other party. Nothing in this section 3 prevents the Receiving Party from disclosing the Confidential Information of the Disclosing Party to its corporate affiliates, legal advisers, accountants, or other professional advisers where required (collectively, “Permitted Recipients”), provided that (i) the party so disclosing will remain responsible for its obligations and for the Permitted Recipients’ use (and any disclosure) of the Confidential Information.
The “Initial Term” of this Partner Agreement is the period designated as such on the PDD. Unless stated otherwise on the PDD, the Agreement automatically renews for successive periods equal to the Initial Term (each a “Renewal Term”), unless a party gives at least 30 days’ written notice of intent to terminate prior to the expiration of the then-current Initial Term or Renewal Term (as applicable), such notice to be effective at the end of the then-current term. The Initial Term and any Renewal Term together are the “Term”.
A party may terminate this Partner Agreement by written notice to the other party at any time if: (a) the other party is in material breach and, if remediable, following being notified in writing of such breach, the breach is not remedied within 30 days; (b) if the other party becomes the subject of a petition in liquidation or any other proceeding relating to insolvency, receivership, administration, liquidation or assignment for the benefit of creditors; (c) if a party breaches the Referrals (specifically point 2) above or fails to comply with the Advertising Materials; or (d) at any time on 30 days’ written notice to the other party.
Termination of this Partner Agreement, however arising, does not affect the accrued rights and liabilities of the parties as at termination. Subject to the previous sentence, upon termination of this Partner Agreement, all rights under it cease immediately.
The sections of this Partner Agreement that by their nature or intent should reasonably be viewed to termination of this Partner Agreement, survive such termination.
Nothing in this Partner Agreement excludes or limits a party’s liability for any liability that cannot be excluded or limited under applicable law (such as fraud).
Subject to section 1, each party excludes all liability, whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation, restitution or otherwise, direct or indirect, whether foreseeable, known, foreseen, or otherwise, for any: (a) loss of revenue or profits (of any kind); (b) loss of goodwill; (c) loss of business; (d) failure to process data adequately; (e) loss or corruption of data or information; or (f) for any special, indirect, or consequential loss, costs, damages, charges, or expenses, however arising.
Subject always to the Scope of this Partner Agreement, the Liability Cap, and the Entire Agreement (in the General section below), each party’s total liability, however arising, will under no circumstances exceed in aggregate, the greater of: (1) £15,000; or (ii) 110% of the total amount of referral fees paid or payable to a party pursuant to this Partner Agreement for the 12 months immediately preceding the date any first claim arose.
Each party agrees to defend, indemnify and hold the other party, its officers, directors, employees, agents, and corporate affiliates, harmless against any claims, demands, actions, proceedings, losses, liabilities, damages, expenses and costs (including court costs and reasonable attorneys’ fees), whether direct or indirect, arising out of, related to, or in connection with: (a) a third party claim that the other party’s Services violate the intellectual property rights of a third party; and (b) a breach by a Referring Party of its obligations as per point 2 under Partner Activities>Referrals above.
The following rules of interpretation apply to this Agreement: (a) the words “include” or “including” are deemed to have the words “without limitation” following them; (b) references to the singular include the plural and vice versa; and (c) references to “will” are to be construed as having the same meaning as “shall”.
Neither party is liable for a breach caused by an event beyond its reasonable control, including a natural disaster, disease outbreak, war, riot, terrorist action, civil commotion, malicious damage, government action, industrial action or dispute, fire, flood, storm, or failure of third party telecommunications, or other services.
If any term of this Partner Agreement is found invalid, illegal or unenforceable, the rest of the Agreement remains in effect.
Either party’s delay or failure to enforce a term of the Partner Agreement is not a waiver of that right and does not prevent that party from later enforcing that or any other term.
Each party will deliver all notices in respect of legal service or material breach by recorded delivery: in respect of Brandwatch, to our registered office address as set out above; and in respect of Partner, to Partner’s address as set out in a PDD. Any notices in respect of any matter other than legal service or material breach may be delivered in accordance with the previous sentence or by email. If sent by email, Partner will send such notices to [email protected] and we will send such notices to Partner to via an email address listed in any PDD. Notice sent by recorded delivery is received three London, UK business days after posting and email notice is received 24 hours after it is sent.
Neither party may assign or transfer this Partner Agreement or any right, benefit or interest under it, without other party’s prior written consent, and any such assignment or transfer without the other party’s prior written consent is void. Notwithstanding the previous sentence, either party may assign this Agreement without the other party’s consent pursuant to a merger, acquisition, change in control or similar transaction.
Neither party may subcontract its obligations under this Partner Agreement without the prior written consent of the other party. Notwithstanding the previous sentence, either party may subcontract the provision of its own Services.
The parties will: (i) comply with all applicable law relating to anti-bribery or anti-corruption; (ii) not engage in any act which, if it had occurred in the United Kingdom or the United States would have violated applicable law relating to anti-bribery or anti-corruption; and (iii) promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Agreement.
This Agreement, including materials incorporated by reference, constitutes the exclusive statement of agreement and understanding between the parties. This Agreement excludes all prior or contemporaneous proposals, understandings, agreements, or representations, whether oral or written about its subject matter. You agree that no representations were made prior to entering into this Agreement and that, in entering into this Agreement, you do not rely on, and will have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as set out in this Agreement. Nothing in this Agreement excludes or limits our liability for fraudulent misrepresentations or excludes (but this Agreement does limit) our liability for any fundamental misrepresentation.
Nothing in this Partner Agreement creates or confers any rights or other benefits in favour of any person other than the parties to this Partner Agreement even if that person has relied on any such term or has indicated to any party its assent to any such term.
This Partner Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Each party agrees to the applicable governing law and to the exclusive jurisdiction of the applicable courts, as set out below:
If you live in Australia, New Zealand, or a country in Europe (which includes countries in the European Economic Area and the U.K.), the Middle East, Africa, Central America, South America, or the Caribbean, the governing law is in England. The courts having exclusive jurisdiction are in England.
If you live in the U.S.A., Mexico, or Canada, the governing law is New York (without regard to choice or conflicts of law rules). The courts having exclusive jurisdiction are in New York City.
If you live in countries in Asia or the Asia Pacific, the governing law is in Singapore. The courts having exclusive jurisdiction are in Singapore.