Thank you for your interest in participating in the Kindful Partner Program (the “Program”) offered by Trail Software, Inc., doing business as Kindful (“Trail Software”/“Kindful”/“We”/“Us”).
Please review this agreement (“Agreement“) carefully. This Agreement contains legal terms and conditions of the Program and governs the relationship between you (“You” / “Kindful Partner” / “Partner”) and Kindful (each a “Party” and collectively the “Parties”). By joining the Program, You acknowledge that you have read, understood and agree to be bound by these terms and conditions. If You do not agree to this Agreement, You may not participate in the Program.
- Purpose. Kindful operates a donor management platform targeted towards nonprofit organizations (“Kindful Services”). This Agreement allows Kindful Partners to market and promote Kindful Services to prospective customers who may be interested in subscribing to such services (each a “Referred Client”) on the terms set out herein and in the program dashboard (“Program Dashboard”).
- Referred Client Engagement. Kindful reserves the right to: (a) enter into any agreements with Referred Clients on terms and conditions acceptable to Kindful, or to not enter into any agreements at all; and (b) set the terms for Referred Clients’ engagement with the Kindful Services.
- Kindful Partner Registration. In order to be eligible to participate in the Program, You must be at least eighteen (18) years old. You must also be a full-time or part-time employee, intern, or volunteer at a nonprofit that uses Kindful Services; a consultant who provides services to clients who are nonprofit professionals; or work as a full-time or part-time employee at a software or technology company that integrates with Kindful. By agreeing to these terms and participating in the Program, You certify that You are one of the above listed professionals. We reserve the right to terminate, limit, or suspend your participation in the Program if we become aware or have reasonable grounds to believe that You are not one of the aforementioned professionals.
- Description of Program. The Program is designed for a) full-time or part-time employees, interns, or volunteers at a nonprofit that uses Kindful Services; b) a person that offers content, services, or products to nonprofit professionals who may benefit from access to Kindful Services. By participating in the Program, Kindful Partners may receive the following:
- Promotion and Marketing Support: Kindful Partners may receive promotional and marketing materials (and details of offers) to be transmitted by Kindful Partners for the purposes of promoting and referring potential clients to Kindful.
- Rewards For Submitting Referrals:
Custom Referral Link: Kindful Partner will be entitled to a referral fee in respect of Referred Clients who sign an agreement for a paid account with Kindful by using the Kindful Partner’s custom referral link.
Direct Referral Submission: Kindful Partner will be entitled to a referral fee in respect of Referred Clients who sign an agreement for a paid account with Kindful if the contact was submitted by selecting “Submit a referral” through the partner dashboard.
- Rewards For Challenges or Bonuses:
The Program may offer opportunities for Kindful Partner to receive rewards in addition to submitting referrals (“Challenges” or “Bonuses”). Kindful Partner may see all active Challenges and Bonuses under the Reward section of the partner dashboard. Kindful Partner may see the terms and conditions for Challenges and Bonuses directly on the Reward section of the partner dashboard.
- Referral Fees. Subject to compliance with any special terms set out in the Program Dashboard, Kindful Partners will receive a referral fee in the amounts specified in the Program Dashboard and subject to any conditions therein (“Referral Fee”) for new clients who sign an agreement for the Kindful Services set out in the Program Dashboard. Qualifying referrals will be assessed through the use of the referral tracking software. Kindful Partner will only be eligible for a Referral Fee if the Referred Client is considered a qualified lead and was not previously listed as a contact in Kindful’s database. Unless otherwise set out in the Program Dashboard, Referral Fees shall be calculated monthly and any applicable Referral Fees shall be paid to Kindful Partners by electronic payment within thirty (30) calendar days at the end of each month. We reserve the right to change the Referral Fees at any time, subject to the requirements of Section 14 of the Agreement.
- Program Terms. You agree to abide by the following terms:
- Tool Restrictions: You may not use any of the following tools: Toolbar/browser extension, PPC/search Spyware, adware, parasite ware, and/or cookie stuffing.
- Cookies: To earn the Referral Fee, You must provide a Referred Client with an active Kindful referral link, which includes a 30-day tracking cookie. This means that if a Referred Client clicks on your referral link, then you will be credited with the referral as long as the visitor requests a demo on https://kindful.com/demo within 30 days from the time Referred Client first clicks on the referral link. If Referred Client becomes a paying Kindful customer within 1 year of submitting a demo request, Partner is eligible for the Referral Fee. If the Referred Client submits a demo request after 30 days from the time they first click on the referral link, you will not be eligible to receive a Referral Fee. To earn the Referral Fee, you must provide the following information for the Referred Client: Referred Client’s first name, Referred Client’s last name, nonprofit organization where the Referred Client is a full-time employee or volunteer or part-time employee or volunteer, and Referred Client’s phone number. The information you provide must be current and accurate. By submitting Referred Client’s information, you agree that you have received permission from the Referred Client to share their contact information with Kindful. If the Referred Client does not already exist in Kindful’s database and has not already been submitted by another Partner, you may earn a Referral Fee when the Referred Client becomes a paying Kindful customer as long as Referred Client becomes a paying Kindful customer within 1 year from the time the Partner submits the Referred Client’s information.
- Restriction on Trademark Use: You may not use any Kindful trademark or the terms including ‘Kindful’ in connection with keyword-triggered advertisements, including keyword, ad copy, display URL, destination URL and content networks and associated networks. You cannot use keywords associated with Kindful trademark and various misspellings, including, but not limited to, “Kindfull”, “Kindfu”, “Kindly”, “Kindfold,” “Kindfu;”, and “Kidful”. We request that the major search engines including, without limitation, Google, MSN, Yahoo, Bing, Google Adwords, Facebook and Instagram designate Kindful as a “negative broad match keyword”. Traffic generated by search engine ads from affiliates must land on the affiliate website, not any web property of Kindful (such as support.kindful.com or info.kindful.com). You should also adhere to the following search guidelines: (a) Partners may not bid on the Kindful trademark plus modifiers without prior written consent from Kindful; (b) Partners may only bid on search engine marketing terms within the geographical region(s) authorized by Kindful; (c) Partners shall not bid on trademarked terms or misspellings available through websites, search engines or other directory or referral services (e.g., Google, Yahoo, MSN, Bing); (d) Partners shall not apply to register any domain name or trademark incorporating the Kindful brand; (e) Ambassadors shall not use corporate-owned domains and URLS ; (f) Partners shall not attempt to mask or redirect links/URLS to gain additional sales; (g) Partners shall not use ad copy that represents an ad as an official corporate ad or website; (h) Partners shall not use ad copy that misrepresents the offers available or misleads the customer in any way from the offers authorized by Kindful for the partner to use; (i) Partners shall not send dedicated email blasts to partner contact lists unless partners receive prior permission from Kindful. Kindful does not endorse the practice of optimizing for competitor keywords within natural search results (SEO) in order to mislead users into landing, either directly or via a redirect, on the Kindful signup page. Such promotional tactics will result in automatic reversal of commissions and immediate dismissal from the Program. We do not allow the use of any PopUnder, PopOver, or SplashPage to be used as a result of traffic landing on any of our Kindful Property Pages
- Good Faith Representation. By participating in the Program, Kindful Partners agree to represent Kindful honestly and in good faith. You understand and agree that You are not an agent, employee, official representative or legal partner of Kindful and will not represent yourself as such to anyone.
- License to Kindful Partners. The trademarks, logos, service marks, and trade names under which Kindful markets the Kindful products and services (the “Marks”) shall remain the exclusive property of Kindful. This Agreement gives Kindful Partner no license regarding the use of such Marks, except that during the term of this Agreement Kindful grants to Kindful Partners a restricted, non-transferable, non-exclusive and revocable license to use the Marks to market and promote Kindful’s business and initiatives. Kindful Partner agrees not to use the Marks in any way that may be determined objectionable by Kindful or confusing to any third parties regarding the nature of the relationship between Kindful and Kindful Partner. Kindful reserves the right to approve particular uses of the Marks. Except as expressly provided in this Agreement, no other rights or licenses are granted to You, and this Agreement does not grant Kindful Partners any right to sell, distribute, or otherwise make available to any third party, any Kindful Services or materials related to Kindful Services.
- Confidential Information. All documentation and information, including and without limitation, design and presentation documents, trade secrets, customer lists, techniques, processes and technical and marketing information which is supplied by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement (“Confidential Information”) is hereby deemed to be proprietary to Disclosing Party and shall be held in trust and confidence for, and on behalf of, Disclosing Party, by Receiving Party and its employees, agents, distributors and contractors and shall not be disclosed by Receiving Party or used by Receiving Party for any purpose other than as strictly permitted under this Agreement, without Disclosing Party’s prior written consent. Receiving Party shall not copy or disclose all, or any part of, the Confidential Information except in accordance with the terms and conditions of this Agreement. Receiving Party shall be directly liable for the acts or omissions of its employees, agents, distributors and contractors with respect to such confidentiality obligations. Receiving Party agrees to protect the Confidential Information of the Disclosing Party with at least the same degree of care Receiving Party uses to protect its own trade secrets and proprietary information, which in any event shall be no less than a reasonable degree of care. The confidentiality obligations of the parties under this Agreement shall not apply to Confidential Information which:
- at the time of disclosure is within the public domain, other than through a breach of this Agreement;
- after disclosure becomes readily and lawfully available to the public, other than through a breach of this Agreement;
- Receiving Party can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Confidential Information by Disclosing Party; or
- is approved in advance in writing by Disclosing Party for disclosure.
- Warranties. Kindful Partner represents and warrants that:
- it shall not make, and Kindful shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact whatsoever to any Referred Client or third party respecting Kindful or the Kindful products or services, including the performance thereof;
- it has not paid, and is not aware of any payments, to any third parties with a view to securing an order, contract, and/or agreement contemplated hereunder or affecting a purchaser’s decision to approach Kindful for Kindful Services;
- it will comply with all applicable laws, rules and regulations (including marketing rules and advertising standards) in connection with its promotion of the Kindful Services.
- Indemnification. Kindful Partner shall indemnify and hold Kindful harmless against any and all third-party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever incurred by Kindful in connection with any breach of the representations and warranties in Section 8 of this Agreement, or from Kindful Partner violation of any of the Terms of this Agreement, any misuse, unauthorized use, or violation of the Marks and/or Kindful Partners performance hereunder.
- Limitation of Liability. Except in the event of a breach of Section 7, 8 or 9 and the obligations in Section 9, the Parties agree that:
- neither party shall be liable to the other party for direct damages in excess of the total amount of Referral Fees paid to Kindful Partner by Kindful during the one (1) year period immediately preceding the date on which the damages were occurred; and
- neither party will be liable for any punitive, indirect, special, consequential or incidental damages (including but not limited to lost profits), whether based in contract or in tort (including but not limited to negligence) or otherwise, arising out of or relating to this Agreement.
- Term and Termination. This Agreement begins on the date it is accepted by the Kindful Partner and continues for an initial term of thirty (30) days, and thereafter renews automatically for additional terms of thirty (30) days, unless terminated sooner under this section 11. This Agreement will terminate:
- for convenience, on thirty (30) days prior written notice by either party, provided that Kindful, in its sole discretion, reserves the right to waive the such notice period; or
- immediately by Kindful in the event that Kindful reasonably believes that the Partner has engaged in any fraudulent or otherwise suspect activity in respect of the Program or Referral Fee.
- On termination or expiration of this Agreement, all licenses granted hereunder shall terminate and each Party shall return to the other as soon as possible all copies of the other party’s property and materials in its possession or control, including all copies of the other party’s Confidential Information. Where this Agreement expires or terminates as provided for herein, no Referral Fee shall be payable with respect to any Referred Client for which Kindful has not signed an agreement for the Kindful Services prior to the earlier of i) the effective date of the expiration or termination of this Agreement and/or ii) the date of notice of termination. When this Agreement terminates or expires, Kindful shall pay to Kindful Partner any outstanding amounts owed at the end of the calendar quarter.
- Expectations. Kindful Partner acknowledges and agrees that it has no expectation that its business relationship with Kindful will continue for any minimum period or that Kindful Partner shall obtain any anticipated amount of profits by virtue of this Agreement. Kindful shall not be liable, by reason of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures or commitments whatsoever in connection with the business or goodwill of Kindful Partner. Except as provided in this paragraph, termination hereunder shall be without prejudice to any other right or remedy to which either party may be entitled hereunder, at law, or in equity.
- Costs. Except as agreed with Kindful, Kindful Partner will be responsible for any expenses or costs incurred in connection with Kindful Partner’s promotion of Kindful Services.
- Changes to Program. Kindful reserves the right to, in its sole discretion at any time and for any reason, make changes to the Program, including, but not limited to any changes to the Program benefits described in section 4 of this Agreement and any terms and conditions for participation, including pursuant to the Program Dashboard. In the event of a change to the Program, Kindful will provide Kindful Partners with thirty (30) days’ written notice in advance of any such changes.
- Compliance with Laws. Each party will comply fully with all applicable federal, provincial and/or state and local laws and regulations relating to its obligations under this Agreement including, without limitation, all applicable privacy laws.
- Severability & Waiver. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. Any delay by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of that or any other right or remedy hereunder.
- Governing Law. This Agreement shall be governed by the laws of Tennessee, USA, without giving effect to the principles of conflicts of law. Any disputes shall be resolved exclusively by the courts in Tennessee, USA
- Survival. The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification obligations, limitations of liability and general provisions set forth in this Agreement shall survive the expiration or termination of this Agreement.
Kindful Partner will not be entitled to any referral fee for any referral that does not use the custom link or select “Submit a referral” in the partner dashboard. The amount of the referral fee and the conditions for earning such fee are set out in Section 5.
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