Partner Program Policies

Partner must have fully executed a Cloud Coach Partner Agreement (“Agreement”) for these Program Policies to apply. These Program Policies apply to versions of the Cloud Coach Partner Agreement signed before March 1, 2023 and the Cloud Coach Partner Agreement with version dates after March 1, 2023, except to the extent they are superseded by a subsequent version of the Cloud Coach Partner Program Policies as set forth herein. Cloud Coach may update or modify these Program Policies in its sole discretion, with or without notice to Partners. Partner must comply with these Program Policies as well as the Cloud Coach Partner Agreement  in order to participate in the Partner Program. Capitalized terms not defined in these Program Policies have the meaning given to them in the Cloud Coach Partner Agreement. 

Enrollment and Participation Qualifications

To enroll in the Cloud Coach Partner Program, Partners must execute a Cloud Coach Partner Agreement. After receipt of the signed Agreement, Cloud Coach will make an initial assessment of the Partner’s applicable Participation Qualifications (see details below) and notify Partner of its eligibility to receive the Implementation Partner Program Benefits applicable to Implementation Partners.  If Partner does not initially meet such Participation Qualifications, then Partner shall receive only the benefits assigned to Referral Partners as provided herein, until such time as Partner is notified it meets the Participation Qualifications to access the Implementation Partner Program Benefits. If at any time a previously approved Implementation Partner fails to meet the Participation Qualifications for the Partner Program, or is otherwise deemed to not be in Good Standing, Cloud Coach may, in its sole discretion, terminate the Partner’s participation in the Partner Program altogether, including terminating access granted pursuant to a previously executed Order Form between the parties for the Cloud Coach solution. Such termination is effective immediately upon Cloud Coach’s written notification to Partner of same. Partner also agrees to notify Cloud Coach promptly in writing in the event Partner no longer meets the Participation Qualifications. If Partner continues to meet the Participation Qualifications for the entire Program Year and to the extent CLOUD COACH has not previously terminated the Partner’s Partner Agreement, the Partner Agreement will automatically renew for successive one (1) year terms until terminated by either party in accordance with the terms of the applicable Partner Agreement.

Good Standing

Partners must remain in good standing in order to be eligible for continued participation in the Cloud Coach Partner Program and to receive its Referral Payments for Closed Opportunities. To be in Good Standing, a Partner must have met all applicable Participation Qualifications and be compliant with timelines communicated for program compliance. 

A breach by Partner (alleged or otherwise) of the terms of either the applicable Cloud Coach Master Subscription and Services Agreement and/or the Cloud Coach Partner Agreement including but not limited to breaches of Confidentiality, Restrictions on Use, Intellectual Property, Fees, Trademarks, shall immediately remove Partner from Good Standing until further notice.  Cloud Coach shall notify Partner in writing regarding the breach and its Good Standing status.

Program Year and Evaluation Periods

 “Program Year” is the annual term of the Partner Program starting on March 1 and ending on the last day of the following February, notwithstanding the Effective Date of Partner’s enrollment in the Partner Program.

Referral Fee Payment Policies

Partners are not required to receive Referral Fees in cash and may choose to apply the equivalent amount of Referral Fees toward Cloud Coach Partner Consulting (@$245/hour) in order to receive consulting on the Partner’s implementation projects.    If Partner chooses to receive Referral Fees in cash, the following terms apply:

Responsibility of Payment. Cloud Coach will pay Referral Fees owed to Partner for any Closed Opportunity within 30 days of receiving cleared funds from Customer with respect to the relevant Closed Opportunity. For each Closed Opportunity, Cloud Coach may provide a summary report with the payment of the applicable Referral Fee showing how Cloud Coach calculated the payment. If either Party determines an error was made in the calculation of payment, each Party agrees to work diligently and in good faith to establish, and if established, resolve, the error to ensure Cloud Coach makes the payment in accordance with its obligations hereunder. Cloud Coach will be solely responsible for billing Cloud Coach Customers for the Services and collecting payment.  To be eligible for payment of Referral Fees, partners must at all times adhere to the terms and conditions of the Cloud Coach Partner Agreement, including these Program Policies (as updated from time to time).

Refund of Referral Fee Payment. If for any reason Cloud Coach makes a payment to Partner in error, or if the applicable Cloud Coach agreement with the Cloud Coach Customer is terminated before the expiration of the agreed subscription term for any reason, Cloud Coach shall be entitled to a refund of the corresponding payments made to Partner. Cloud Coach may, in Cloud Coach’s sole discretion, offset such refundable amounts against fees Cloud Coach owes to Partner hereunder, or to invoice Partner for the refundable amounts. Cloud Coach’s right to a refund, of which Cloud Coach has not notified Partner, with respect to any Closed Opportunity shall expire ninety (90) days after the one-year anniversary of the subscription start date of that Closed Opportunity. Any invoiced amounts are due and payable by Partner within thirty (30) days after the invoice date. 

Form of Payment. Any payments made to Partner under the Agreement will be made only by check mailed to Partner’s address as noted in the Agreement or by bank transfer to Partner’s bank account in the country of that address. Checks and wire transfers will be made only in the name as listed in the Agreement. Any other payment arrangements must be pre-approved by Cloud Coach’s Legal Department. 

Exclusions from Payment Obligations. Notwithstanding any other provisions of the Agreement, Partner will not be entitled to Referral Fees or any other compensation on any sale if (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of Partner’s or Cloud Coach Customer’s jurisdiction; (ii) the applicable Cloud Coach Customer prohibits the inclusion of such compensation in the price of the contract or excludes such compensation from its payments to Cloud Coach; or (iii) the Cloud Coach Customer has paid or will pay such commissions, Referral Fees, or other compensation directly to Partner.

No Illegal Activity

Cloud Coach strictly prohibits Partners from developing Leads using illegal, unethical, or improper means. In particular, Cloud Coach strictly prohibits bribery. Partners may not promise, give, offer, or authorize the provision of money or anything of value to anyone to improperly influence the award or retention of business, including generating Leads.

Priority and Submission of Leads

In order to receive payment of the agreed referral fee, Partner must submit a Lead in writing by sending an email to [email protected]  including the following Lead information:

1) Company Name ( and Division, if applicable),

2) Company Address, and

3) No less than two Company contact names and emails.

The Lead email must be submitted to Cloud Coach 30 days prior to the Opportunity Closing Date in order to be eligible for payment of Referral Fees based on the Closed Opportunity.  Cloud Coach will review Leads and give priority according to dates of submission. Cloud Coach will then qualify the Opportunity and notify Partner via email of the approval or rejection of such Opportunity.

For clarity, if different Partners submit Leads for the same Customer, only the first Partner to receive approval of the Opportunity by Cloud Coach will be eligible for Referral Fees based on the successful sale to the Customer. 

Handling of Data

If the Parties exchange information regarding Opportunities, both Parties agree to use the information therein solely for purposes related to the Agreement. In submitting personal data regarding an Opportunity, Partner is responsible for complying with all applicable laws governing Partner’s collection, storage, processing, use and transfer of such information. Partner authorizes Cloud Coach to process such data as reasonably required to exercise Cloud Coach’s rights and perform Cloud Coach’s obligations under the Agreement. Cloud Coach will process and use personal data in accordance with the instructions received from Partner, and will not process or use such data in a manner different from that necessary to carry out Cloud Coach’s obligations under the Agreement; provided, however, that Cloud Coach may be required to provide personally identifiable information to third parties to comply with legally mandated reporting, disclosure, or other legal process requirements. As the data provider, Partner warrants that Partner has provided all appropriate notices to the data subjects and has obtained all appropriate consents to transfer the data to Cloud Coach and allow its processing according to the terms of the Agreement.

Partner Responsibility for Leads

Partners are responsible for the management of Leads they submit. If a Partner feels a Lead submitted to Cloud Coach has not been reviewed in a timely manner and qualified, or has been improperly processed or disqualified, the Partner should immediately notify Cloud Coach and request a review by Cloud Coach’s Partner support team in conjunction with Cloud Coach’s direct sales organization. A Partner must bring any concerns about a Lead or Opportunity to the attention of Cloud Coach’s Partner operations team within thirty (30) days of the Opportunity Closing Date associated with such Lead or Opportunity.

Training

Implementation Partners must meet, at a minimum, the training requirements listed in the Participation Qualifications in order to implement the Cloud Coach solution for Partner’s customers or Cloud Coach’s customers. In addition, Partner’s sales representatives must be reasonably capable of effectively delivering Cloud Coach’s value proposition and must be generally knowledgeable about the Services and its interface, advantages and high-level functionality. Partner agrees that to the extent they are engaged in marketing, generating Leads for the Services, or otherwise reselling, Partner’s sales representatives and other personnel will use reasonable efforts to participate in the basic online training offered for free by Cloud Coach to Cloud Coach’s users generally in addition to trainings offered specifically for Implementation Partners as a Program Benefit. As Cloud Coach upgrades the Services, Cloud Coach may ask Partner’s sales representatives and other personnel to undergo further training based on Cloud Coach Services’ new features and functions. Cloud Coach may request verification that Partner, Partner’s sales representatives, and anyone engaged by Partner to work on Cloud Coach’s behalf has undertaken compliance training and compliance certifications that align to Partner’s compliance obligations under this Agreement. 

Technical Support/Cloud Coach Consulting

To the extent Partner is eligible to receive certain technical support offerings, such programs are provided under Cloud Coach’s technical support policies in effect at the time the Services are provided. For clarification technical support does not include support for Non-Cloud Coach Applications or other third party programs or services. Cloud Coach’s technical support policies are subject to change at Cloud Coach’s discretion.

In order to ensure the success of the customer implementation, Cloud Coach requires the customer to purchase additional consulting hours directly from Cloud Coach to assist in a partner-led implementation in order for Partner to consult with Cloud Coach regarding best practices, roadmap, solutioning, etc.. Partner will be assessed in regards to their good-standing based on their concerted effort to utilize such Cloud Coach consultings hours they have available to them during implementation for uses such as: including Cloud Coach on meetings, weekly check-ins, email updates, advice on best practices, solutioning with roadmap in mind, etc. Partner may, in its discretion, include the hours in its budget and purchase on behalf of the customer. Otherwise, Cloud Coach will contract directly with Customer for same. Please contact us for further details at [email protected].

Amendment

The Program Policies, including the Program Benefits and Participation Qualifications described therein, are subject to change in Cloud Coach’s sole discretion; provided; Program Benefits regarding license commissions will not be materially decreased, and Participation Qualifications regarding required trainings shall not be unreasonably increased, for Partner during any Program Year.  Subject to the foregoing, Partner is responsible for reviewing the Program Policies regularly to determine the Program Policies in effect, including, for example, policies applicable to each submission of a Lead.

Fees 

Some Program Benefits may be subject to program fees and may require Partner’s execution of an Order Form.  Partner’s continued membership in the Partner Program is at all times subject to Partner’s timely payment of any applicable program fees. Unless stated otherwise in the Program Policies, program fees are payable within thirty (30) days of the invoice date and are due annually in advance. Program fees are subject to change at Cloud Coach’s discretion, though any changes will not apply retroactively to increase the amount paid during the same Program Year for the same Program Benefit. Payment obligations are non-cancelable and fees paid are non-refundable. 

Partner Affiliates  

Each Partner Affiliate that desires to be included as a member in the Partner Program must execute its own Cloud Coach Partner Agreement. 

Opt-in to Marketing

Partner’s participation in the Partner Program will serve as an opt-in to receive Cloud Coach’s marketing communications.  Partner will be presumed to have provided appropriate notices and have obtained appropriate consents, if required, from any persons or Partner Users who are signed up to the Partner Program on Partner’s behalf.  Partner may elect to opt-out from receiving Cloud Coach’s marketing materials by contacting Cloud Coach directly.

Compliance with Applicable Laws  

Partner’s Compliance with Applicable Laws.  Partner shall comply, and shall ensure that any third parties performing sales or referral activities on Partner’s behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders, including, but not limited to, privacy laws (GDPR), trademark and copyright laws, ICANN policies and procedures governing domain names, the United States Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1, et seq. (the “FCPA”) and applicable export control laws or regulations (collectively “Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Cloud Coach, Cloud Coach  Customers, the Services, or to the public. Partner represents and warrants that Partner’s sales activities and receipt of any referral fees in connection with its activities related to the Agreement are consistent with Applicable Laws.  Partner shall promptly inform Cloud Coach in writing upon becoming aware of any violations of Applicable Laws in connection with the Agreement.

Without limiting the generality of Partner’s obligations under the Agreement, Partner hereby represents and warrants that, with respect to Partner’s submission of Leads for payment by Cloud Coach, and/or in the performance of any of Partner’s other activities hereunder:

a. No portion of any fees paid or payable by Cloud Coach to Partner hereunder will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity, other than Partner.

1. Partner has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or give, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government, or any department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of such monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party or officer or employee thereof, or candidate for political office.  It is the intent of the Parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public, commercial or other bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.

No Affiliation with Government Officials – Disclosure Obligation.  To the extent any director, employee, direct or indirect owner, representative, consultant or agent who is or will be involved in Partner’s sales or referral activities for Cloud Coach, is a Government Official or a Close Family Member of a Government Official, Partner must disclose such fact in writing to the head of Cloud Coach’s Legal Department ([email protected]) and receive acknowledgement by Cloud Coach’s Legal Department of such disclosure.  In the event that during the Program Year there is a change in the information described in this paragraph, Partner agrees to make immediate disclosure to Cloud Coach’s Legal Department.  If, in Cloud Coach’s opinion, such changes create a heightened risk of noncompliance with Applicable Laws, such changes may constitute grounds for Cloud Coach’s termination of the Agreement.    Partner shall cooperate reasonably with any requests by Cloud Coach for further information regarding such relationship.

Contact or Communication with Government-Owned Companies, Government-Controlled Companies, or Government Officials.  If Partner contacts or communicates with any government-owned company, government-controlled company, or Government Official on Cloud Coach’s behalf or in carrying out Partner’s obligations under the Partner Program, Partner shall so notify the head of Cloud Coach’s Legal Department ([email protected]) as soon as practicable.  If Partner intends or proposes to, or does, contact or communicate with any government-owned company, government-controlled company, or Government Official on Cloud Coach’s behalf or in carrying out Partner’s obligations under the Partner Program, Partner may be subject to additional questions, training, and due diligence, as determined by Cloud Coach.  

Export Restrictions.  The Services and Partner Services and any related products or services may be subject to international rules that govern the export and re-export of software.  Partner shall comply with all applicable international and domestic export and re-export laws that apply to the Services and Partner Services and any related products or services, as well as end-user, end-use and destination restrictions issued by national governments.  The Services and Partner Services are subject to the Export Administration Regulations (“EAR”) and thus may not be exported, re-exported, or downloaded by any person in any controlled countries under the EAR, which currently include Iran, North Korea, Cuba, Syria, Sudan and the Crimea.  Moreover, Services and Partner Services may not be exported, re-exported, or downloaded by any person or entity subject to U.S. or international sanctions regardless of location.  Partner should consult http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern for lists that Partner must check before engaging in discussions with a potential Cloud Coach Customer.  Partner agrees that these export control laws govern use of the Services and Partner Services and that no data, information, software program and/or materials resulting from the Services and Partner Services or its related products or services, will be exported, directly or indirectly, in violation of these laws.

Periodic Certification and Agreement to Report Violations.  Partner agrees that Partner will periodically, at Cloud Coach’s request, complete Cloud Coach’s standard Due Diligence Questionnaire and Compliance Certification, and/or otherwise certify in writing to Cloud Coach that Partner has not, and to Partner’s knowledge no other person, including but not limited to every owner, director, employee, representative and agent of Partner has made, offered to make, agreed to make, or authorized any payment, loan, donation or gift of money or anything else of value, directly or indirectly, to or for the benefit of any Government Official, to obtain or retain business, or secure any improper advantage.  Partner further agrees that should Partner learn of information regarding any such payment or offer in connection with Cloud Coach’s business, Partner will immediately advise the head of Cloud Coach’s Legal Department ([email protected]) of such knowledge or suspicion.