Rightworks Customer Advocates Program Agreement

Rightworks Customer Advocates Program Agreement

This Rightworks Customer Advocates Program Agreement (this “Agreement”) is made and entered into by and between Rightworks, LLC, a New Hampshire limited liability company with its principal office at 14 Hampshire Drive, Hudson, NH 03051 (“Rightworks”) and the company (“Advocate”) represented by the individual who has created a username and password to log in to the Rightworks Advocates Program Page powered by PartnerStack (the “Advocates Program Page”). The Agreement shall become binding once Advocate clicks through the Agreement in the manner provided by Rightworks (the “Effective Date”). Rightworks and Advocate are sometimes referred to as a “Party” and together as the “Parties.”

Background

A. Rightworks is engaged in the business of providing cloud hosting solutions for accounting, tax, bookkeeping firms and small businesses, including the products and services listed on Exhibit A (collectively, the “Rightworks Products”).

B. Advocate currently uses either QuickBooks Desktop Cloud, Business Cloud, Application Cloud or Cloud Premier from Rightworks.

C. Advocate desires to participate in the Rightworks Customer Advocates Program (the “Program”), by which Advocate may promote, market and advertise the Rightworks Products which such Advocate currently uses from Rightworks to potential Rightworks customers (“Referrals”), primarily by reaching out to Advocate’s business contacts and using its own marketing channels, and if such Referrals meet certain requirements established by Rightworks, then Rightworks will provide Advocate certain credits (rewards) for such Referrals, as described in more detail in this Agreement.

Based upon the promises and covenants contained herein, the credits to be provided hereunder, and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the Parties agree as follows:

Agreement

1. General obligations of the Parties

1.1 Registration to be an Advocate. To participate in the Program, a business or firm seeking to be an Advocate must (a) be an accounting, tax, bookkeeping firm or small business that is an existing customer of Rightworks, using QuickBooks Desktop Cloud, Business Cloud Application Cloud or Cloud Premier from Rightworks, (b) create a username and password to access the Advocates Program Page and participate in the Program and (c) enter into this Agreement. Notwithstanding a firm or business’s completion of the steps set forth in this Section 1.1, Rightworks may remove any firm from participation in the Program at any time in its sole discretion.

1.2 Program Policies. The Program is governed by this Agreement and the Program’s policies and guidelines (collectively, the “Program Policies”), including, but not limited to, the Customer Advocates Program Reference Guides. All of the Program Policies, including the Reference Guides, are available on the Advocates Program Portal of the Advocates Program Page (the “Advocates Portal”). The Program Policies may be amended by Rightworks from time to time at its sole discretion. Any amendments and updates to the Program Policies will be posted on the Advocate Portal.

1.3 Referrals by Advocate. Once an Advocate has completed the Program steps described in Section 1.1 above, Advocate may provide Referrals to Rightworks either (a) by completing and submitting an online referral lead form (“Referral Lead Form”) available on the Advocates Portal or (b) by giving Advocate’s “Unique Referral Link” to a potential Referral. Advocate will receive its Unique Referral Link upon Advocate’s registration to participate in the Program by completing the steps described in Section 1.1 above. Upon receiving each Referral Lead Form or receiving an inquiry through a Unique Referral Link, a member of Rightworks’ sales team will communicate with the Referral using the Referral’s contact information provided in the Referral Lead Form or through the Unique Referral Link, detailing the steps to be taken to purchase one or more of the Rightworks Products and become a Qualified Referral (defined in Section 2.1 below). An Advocate may only promote and seek Referrals for those Rightworks Products that Advocate currently uses from Rightworks (i.e., an Advocate for QuickBooks Cloud hosting products may provide Referrals for Rightworks OneSpace but may not provide Referrals to Rightworks OneSpace Firm Premier products and vice versa).

1.4 Purchase of Rightworks Products/eligibility for credits (rewards). If a Referral purchases one of the Rightworks Products and such Referral meets the requirements to be a Qualified Referral (defined in Section 2.1 below), then Rightworks will provide credits (rewards) to Advocate as described in Section 2.2 below. Rightworks will track Referrals and determine if a Referral has met the standards to be a Qualified Referral through its sales processes and management of the Program. Rightworks shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.

1.5 Pre-approved Advocate Marketing Kit. When communicating with prospective Referrals in writing (including by email or other digital media) or engaging in any written (including digital) marketing pertaining to the Program, Advocate is permitted to use only the pre-approved Advocate Marketing Kit provided by Rightworks. The materials in the Advocate Marketing Kit must be used for all written and digital communications and messaging promoting Rightworks and Rightworks Products. Advocate may not create or use its own marketing or promotional materials for Rightworks or Rightworks Products. Any alterations to the materials provided in the Advocate Marketing Kit must be approved in writing in advance by Rightworks, which approval may or may not be granted at Rightworks’ sole discretion. Advocate will undertake all activities pertaining to promoting and marketing the Rightworks Products and seeking Referrals in compliance with the terms of this Agreement.

1.6 Grant of limited, revocable, non-exclusive license to Advocate. Subject to the other provisions of this Agreement, Rightworks hereby grants to Advocate a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal right and license to use the trademarks and/or service marks used in the Advocate Marketing Kit (the “Rightworks Marks”), solely in connection with the materials provided in the Advocate Marketing Kit and for the limited purpose of performance of this Agreement. The duration of such grant shall not exceed the term of this Agreement or the effective dates of the Program. The license granted hereunder is subject to the following limitations and requirements:

(a) As between Rightworks and Company, Rightworks has sole ownership of the Rightworks Marks worldwide, and all associated goodwill and use of the Rightworks Marks will inure solely to the benefit of Rightworks. Advocate will not jeopardize, challenge, contest the validity of or take any action inconsistent with Rightworks’ rights or goodwill in the Rightworks Marks, including by the attempted registration of the Rightworks Marks (or any confusingly similar trademarks and/or service marks). Advocate will not engage, participate or otherwise become involved in any activity that diminishes and/or tarnishes the image or reputation of the Rightworks Marks.
(b) This Agreement shall not be construed to transfer to Advocate any trademark, trade secret, copyright, patent or other rights of Rightworks. The license granted hereunder may be revoked at any time and for any reason. In addition, if Rightworks objects in writing to the use of any Rightworks Marks on the ground that:
(i) Such use is contrary to the instructions and materials in the Advocate Marketing Kit and/or other instructions of Rightworks; or
(ii) Such use is likely to cause harm to, or negatively reflect upon, Rightworks, as determined by Rightworks in its sole discretion, then Advocate shall promptly correct, remedy or discontinue such use.
Rightworks will have the sole right in its discretion to commence, prosecute, defend and control any action concerning the Rightworks Marks. Upon the expiration or termination of this Agreement for any reason, Advocate will cease using the Rightworks Marks and all other Rightworks content except as Rightworks may otherwise agree in writing and promptly destroy or return all materials that contain or otherwise embody the Rightworks Marks.

1.7 Legal Agreements. As part of its participation in the Program and in acting as Rightworks’ Advocate, Advocate hereby agrees and consents to the terms of this Agreement, the Program Policies and any other requests and rules set by Rightworks from time to time, in its reasonable discretion, in connection with Advocate’s ongoing participation in the Program and promotion of the Rightworks Products to Referrals. In all its activities under this Agreement, and specifically, such activities relating to Advocate’s promotion of the Rightworks Products, Advocate shall cooperate with Rightworks and act in good faith.

1.8 Prohibited activities. Advocate agrees not to associate the Advocate Marketing Kit with content that is unlawful in any manner or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory or otherwise objectionable in Rightworks’ sole discretion. Advocate agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Rightworks Products or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.

1.9 Liabilities. Advocate shall be solely responsible for its operations in acting under this Agreement.

1.10 Pricing. Rightworks shall determine the pricing for the Rightworks Products by Referrals at its sole discretion.

1.11 Territory. The Program shall be limited to the United States unless and until otherwise agreed by the Parties in writing.

 

2. Qualified Referrals; rewards

2.1 Qualified Referrals. “Qualified Referrals” mean Referrals that meet certain requirements established by Rightworks, which may be amended from time to time at Rightworks’ sole discretion, and which requirements, at the execution of this Agreement, are listed on Exhibit B hereto.

2.2 Rewards program. Rightworks shall collect all fees paid by Referrals for the Rightworks Products directly from Referrals (“Subscription Fees”). Upon a Referral becoming a Qualified Referral, Rightworks shall provide credits to Advocate at the applicable rates listed on Exhibit C (“Rewards”). Such Rewards shall be credited to Advocate in the timeframes set forth in Exhibit C. Rightworks, at its sole discretion, may set off Rewards against all amounts owed by Advocate to Rightworks.

2.3 Associated charges. Advocate shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Rewards, and Advocate shall indemnify, defend and hold Rightworks harmless from and against any claims arising out or relating to all charges emanating from Rightworks’ provision of Rewards.

 

3. Term and termination

3.1 Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Rightworks removes Advocate from participation in the Program, at Rightworks’ sole discretion.

3.2 Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

3.3 Early termination

(a) Without cause. Either Party may terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to the other Party.
(b) For cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement, the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.
(c) Effect of termination. From and following the date of termination of this Agreement, Advocate’s rights under this Agreement shall terminate, and Advocate shall not be entitled to receive any Rewards or any other credits under this Agreement, credits earned or accrued prior to termination of this Agreement. The obligations set forth in Sections 1.2, 1.6, 1.7, 1.8, 2.3, 3.3 and 4 shall survive termination.

4. General

4.1 Modification of Agreement. Rightworks may modify this Agreement from time to time at its reasonable discretion by posting a change on the Advocates Portal or notifying Advocate via email. If Advocate objects to any such change, Advocate may terminate this Agreement upon ten (10) days prior written notice to Rightworks. Advocate’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.

4.2 Assignment. Rightworks may assign this Agreement at any time. Advocate may not assign or transfer this Agreement without Rightworks’ prior written consent, such consent not to be unreasonably withheld.

4.3 Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Rightworks Marks, the Rightworks Products and related content and technology (“Rightworks IP Rights”) are and will remain the exclusive property of Rightworks and its subsidiary or affiliated companies, if applicable. The license granted by Rightworks to Advocate under Section 1.6 of this Agreement is granted solely under the terms of this Agreement and in furtherance of its objectives. Advocate’s right to use the Rightworks Marks under the license is at the discretion of Rightworks and is subject to Advocate’s compliance with the terms of this Agreement, the Advocate Marketing Kit, the Program Policies and all other documents, rules and policies that are prepared by Rightworks as part of the Program, and with all applicable laws and regulations. Advocate agrees to:
(a) Not use any Rightworks IP Rights in any manner reasonably likely to breach this Agreement.
(b) Not do anything contesting or impairing any Rightworks IP Rights.
(c) Not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Rightworks IP Rights.
(d) Promptly notify Rightworks of any unauthorized use of any Rightworks IP Rights of which Advocate has actual knowledge.
(e) Always use the Rightworks Marks in compliance with this Agreement, the Advocate Marketing Kit and Program Policies.

4.4 No waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.

4.5 Limited warranty. Both Parties warrant that at all times during the Term, they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, Advocate Marketing Kit and Program Policies.

4.6 Disclaimer of warranty. Other than Rightworks’ express warranty under the previous subsection, Rightworks makes no other warranty, express or implied, of any kind, and Rightworks expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or noninfringement of the subject matter of this Agreement.

4.7 Limitation of liability. Neither Rightworks nor any officer, employee, director or any other representative of Rightworks shall be liable toward Advocate or toward any third party, under or in connection with this Agreement or its termination, in contract, precontract, tort or otherwise for:
(a) Any economic loss (including loss of revenues, profits, contracts, business or anticipated savings).
(b) Any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages, as well as any losses or damages caused by interruption of operations.

Notwithstanding any other circumstances or understandings surrounding any relations among the Parties, Rightworks’ entire liability to Advocate under this Agreement shall not exceed $100 US for any and all claims for damages of any kind made by Advocate under this Agreement, and by entering this Agreement, Advocate recognizes the limitations herein on Rightworks’ liability.

4.8 Independent contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, partner, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Advocate is expressly precluded from acting on Rightworks’ behalf. Advocate’s use of the Advocate Marketing Kit (and the Rightworks Marks contained therein) in accordance with this Agreement, other content presented by Advocate or contact among Advocate and third parties shall not misrepresent the relations described herein. Nothing contained in this Agreement shall be deemed to prohibit or in any way restrict either Party’s right to research and develop its own products or services so long as such activities do not infringe or misappropriate the other Party’s confidential information. Neither Party shall be prohibited from competing against the other Party nor engaging in any business (or entering into any business relationship) that is competitive with the business of the other. This Agreement is nonexclusive.

4.9 Indemnification. Advocate will indemnify, defend and hold Rightworks and its subsidiaries, affiliates, officers and employees (the “Rightworks Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Rightworks Indemnified Parties arising from any of the following:
(a) A breach of the Agreement by Advocate.
(b) The negligence, gross negligence or willful misconduct of Advocate or its employees, agents or contractors.
(c) A failure by Advocate or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.

4.10 Confidential information and prohibition on raiding. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties.

4.11 Force majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Rightworks’ suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.

4.12 Entire Agreement; severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

4.13 Non-disparagement. During and after the Term, Advocate expressly undertakes not to do anything that might reasonably be expected to damage or adversely affect the business, interests or reputation of Rightworks and will not make, publish or allow to be made or published any disparaging remarks concerning Rightworks, its agents, employees and representatives, or the Rightworks Products. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Rightworks or any of its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in Rightworks refusing to enter into this Agreement.

4.14 No third-party beneficiaries. It is not the intention of the Parties to confer, and the Agreement shall not be construed as to confer, any right or benefit upon any person or entity other than the Parties and their successors and hereto permitted assigns; and no such other person entity shall have any rights or remedies against either of the Parties under or by virtue of this Agreement.

4.15 Parties’ expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed upon by the Parties in writing in advance.

4.16 Notices. All notices relating to this Agreement shall be delivered via email (with return receipt) to RWAdvocates@rightworks.com or by next-day mail to Rightworks, LLC, 14 Hampshire Drive, Hudson, NH 03051, and to Advocate at the email address used when creating a login username and password for the Advocates Program Page.

4.17 Governing law; jurisdiction; dispute resolution. This Agreement shall be governed by the laws of the State of New Hampshire, USA, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in Hillsborough County, New Hampshire, and the Parties agree not to raise and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute, and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.

 

Exhibit A
Rightworks Products

Rightworks OneSpace

The following products apply to Advocates who are admitted to the Program as Advocates for Rightworks OneSpace:

• OneSpace Firm
• OneSpace Business

Rightworks OneSpace Firm Premier (only applicable for Advocates and Referrals who are accounting, tax and/or bookkeeping firms)

The following products apply to Advocates who are admitted to the Program as Advocates for Rightworks OneSpace Firm Premier:

• OneSpace Firm Premier

 

Exhibit B
Qualified Referrals

Rightworks OneSpace or OneSpace Firm Premier

For a Referral to be a Qualified Referral for a Rightworks OneSpace or Rightworks OneSpace Firm Premier product, the following conditions must be satisfied:
(a) The Referral was referred by Advocate to Rightworks and completed the signup procedure in accordance with the procedures described in Section 1.2;
(b) Rightworks has no record of such Referral in connection with the Rightworks Products, and such Referral has not already been referred by another Advocate, and such Referral is not, at the time referred to Rightworks by Advocate, in any contractual relations or ongoing negotiations with Rightworks in connection with the Rightworks Products;
(c) The Referral is an accounting, tax, bookkeeping firm, or for Rightworks OneSpace, a small business that may also be a client of accounting, tax or bookkeeping firms, which clients would be billed directly by Rightworks; provided that such clients are companies and not individual users;
(d) Following Advocate’s referral, the Referral has purchased one (1) or more of the Rightworks OneSpace products included in Advocate’s part of the Program (e.g., a Referral from an Advocate for OneSpace must purchase Rightworks OneSpace or Rightworks OneSpace + Desktop, not a Rightworks OneSpace Firm Premier product);
(e) The Referral has not been rejected by Rightworks in its sole discretion; and
(f) The Referral has completed and paid in full for two (2) thirty (30) day billing cycles for the Rightworks Products.

Rightworks Academy (only applicable for Advocates and Referrals who are accounting, tax and/or bookkeeping firms)

For a Referral to be a Qualified Referral for a Rightworks Academy product, all of the conditions in items (a) through (e) above must be satisfied, and the Referral must have purchased a twelve (12) month Rightworks Academy membership and made the necessary payments described on Exhibit C.

Rightworks may update, amend, add or remove requirements for Qualified Referrals at any time and will post such changes on the Advocates Portal.

 

Exhibit C
Rewards

Rightworks may amend this Exhibit C, including amending the levels and formulas for calculating the Rewards, the Reward amounts, the bonus percentages and any of the conditions and requirements for providing the savings credits (“Rewards” or “Savings Credits”) set forth on this Exhibit C at any time at its sole discretion.

For each Qualified Referral, Advocate will be eligible to receive the following Rewards once the Qualified Referral has met all of the conditions set forth in Exhibit B above. Rightworks will calculate the Rewards owed to each Advocate at the end of each calendar month and will apply all applicable Rewards to Advocate within thirty (30) days following the end of such month.

Rightworks OneSpace

An Advocate’s savings potential depends on the size of the Qualified Referrals and the number of Qualified Referrals consummated in the same calendar year.

Savings Credits (Rewards) for Rightworks OneSpaceand OneSpace + Desktop are based on the size of the Qualified Referral, as follows:

The one-time Savings Credits per Qualified Referral described in the table above will be increased based on the Savings Accelerators listed below, which are based on the volume of Qualified Referrals made by an Advocate in a calendar year:

Rightworks OneSpace Firm Premier

Note: Firms with 10 or fewer unique users do not qualify for a one-time Savings Credit (Reward).

The one-time Savings Credit (Reward) per Qualified Referral described in the table above will be increased based on the Savings Accelerators listed below, which are based on the volume of Qualified Referrals made by an Advocate in a calendar year:

For example, if Advocate has already referred three Qualified Referrals in a calendar year, then if Advocate’s next (fourth) Qualified Referral in that calendar year is a firm with 15 unique users, then Advocate will receive a one-time Savings Credit Reward for that Qualified Referral of $750.00 (an increase of 50% of $500).