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Causey

Causey

Affiliate Partner Agreement

Version 4
Last Modified May 8, 2024

This is a contract between “You” or “Your” (the Referrer) and “We”, “Us” or “Our” (Mission Met LLC). It describes how We will work together and other aspects of our relationship. By participating in our Referral Program, you are agreeing to these terms. All information provided by You or your leads is covered by our Privacy Policy (available at https://www.causey.app/privacy), subject to section 7 of this document.

Section 1: Definitions

  1. Definitions of time – For the purposes of defining when events occurred, if necessary, We will determine whether to use Eastern Standard Time (by default) or another time zone at Our discretion.

  2. "Agreement" means this Referral Program Agreement and all materials referred or linked to at www.causey.app/brand-assets.

  3. “Customer Terms of Service” means those terms and conditions agreed to by the End User.

  4. “Mission Met” or “Causey” means the public-facing website and branding of the Causey software, Mission Met LLC, and its services.

  5. “End User” means the authorized actual user of the Subscription Service.

  6. "End User Data" means all information that (i) End User submits or collects via the Subscription Service; (ii) materials that End User provides or posts, uploads, inputs, or submits for display through the Subscription Service or through other means; and (iii) any personal data collected during meetings, conversations, or communications with Us (and/or Referrer) regarding the End User, including but not limited to:

    1. Written communication, such as notes or summaries;

    2. Verbal discussions or agreements;

    3. Electronic correspondence, including emails, text messages, or instant messaging;

    4. Any other form of written, verbal, or electronic communication related to the End User's interactions with Us (and/or Referrer).

  1. “List Price” means the standard pricing for the Subscription Service as listed at https://www.causey.app/pricing. We reserve the right to change such pricing at any time.

  2. “Referrer Transactions” means those transactions that are eligible for a Revenue Share pursuant to the ‘Referrer Transactions’ section of this Agreement.

  3. “Referral Program” means Our referral program as described in this Agreement.

  4. “Program Policies” means any policies We create to govern specified areas of the Referral Program.

  5. "Mission Met Content" or "Causey Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that We incorporate into Our services.

  6. “Net Revenue” means the initial fee, any renewal fees, any upgrade or downgrade fees, and any add-on fees that are actually paid to Us by an End User for the Subscription Service. Net Revenue shall be calculated net of any discounts, taxes payable, and subsequent refunds not due to a contract breach by Mission Met LLC.

  7. “Revenue Share” means an amount expressed as a percentage of Net Revenue paid to Us by an End User. Section 4 “Revenue Share and Payment” outlines the percentage levels and is hereby incorporated into this Agreement.

  8. “Subscription Service” means our web-based strategy execution suite, tools and platform that are subscribed to by an End User, and developed, operated, and maintained by Us, accessible via http://causey.app or another designated URL, and any ancillary products and services, including website hosting, that We provide to End Users.

  9. “Contact” means a specific individual, identified primarily by their email address.

  10. “Registered Lead” means a contact that has come to Mission Met or Causey through a unique referral link from a Referral Partner.

  11. "We", "Us", “Our”, “Mission Met”, or “Causey” means Mission Met LLC

  12. “You”, “Your”, “Referrer”, and “Referral Partner” means the party, other than Mission Met LLC, entering into this Agreement and participating in the Referral Program.

Section 2: Non-Exclusivity

  1. This Agreement does not create an exclusive agreement between You and Us. Both You and We will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.

Section 3: Partner Transactions

  1. Registered Leads. Once you have signed up as a Referral Partner, We will provide you with a unique referral link (“Link”) that links to a Mission Met website or Causey website to start the enrollment or sign up process. Whenever you tell a potential new Contact about Mission Met or Causey and how We can help improve their strategic execution, You or the potential new Contact will use that Link to sign up, enroll, or ask for a demonstration of our services or products, and attribute the Contact to your account. At this point, the Contact will be considered a Registered Lead, if the Contact passes the criteria outlined in “Eligibility” at the time We assess it. You must use the Link, otherwise, We have no way of tracking or knowing where the new Contact came from, and We will not associate the Contact with You or pay You a Revenue Share.

  2. Eligibility. To qualify as a Registered lead, the Contact must pass all of the following criteria:

    1. The Contact is not currently a customer of Mission Met or Causey

    2. The Contact is not currently a sales prospect of Mission Met or Causey

    3. The registration of the Contact or selling to the Contact would not violate any other contracts that Mission Met or Causey holds.

      You are not eligible to receive a Revenue Share on any Refferer Transaction 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 Your jurisdiction; (ii) the applicable End User objects to or prohibits the inclusion of such compensation in the price of the contract or excludes such compensation from its payments to Us; or (iii) the End User has paid or will pay such commissions, referral fees, or other compensation directly to You. We may discontinue Revenue Share payment should any of the eligibility criteria set forth in this subsection fail to be met at any time.

      If a Registered Lead does not purchase the Subscription Service within 120 days of becoming a Registered Lead, it will be considered expired and will revert to being considered a Contact. As such, You will need to complete the registration process again in order to re-qualify for a Revenue Share for that Contact. A Contact is not considered a valid Registered Lead: (i) if it is not registered, (ii) if it is expired, or (iii) if it is registered after this Agreement is expired or terminated.

  3. Promotion. You and Mission Met or Causey will cooperate in good faith to promote the Subscription Service. Each Link will permit recipients to navigate directly to a page on a Causey website designated by Us via a special tagged link format.

Section 4: Revenue Share and Payment

  1. Tax and Bank Information. All Referral Partners are required to complete and submit proper tax information to Mission Met or Causey before commission payments will be issued. Additionally, you must provide us with the name and address of Your bank, Your account name and number, and the Swift (BIC) code, IBAN, and ACH number of Your account. This information will be requested from You via Our payment provider, Stripe.

  2. Billing. You don’t have to worry about collecting any funds from any of the new Registered Leads you refer to Us. Mission Met or Causey will bill the End User directly and will be solely responsible for collecting payment. When a new End User subscribes to the Subscription Services through Your Link and begins a paid Subscription Service, You will be eligible for Revenue Share.

  3. Revenue Share. The base Revenue Share for any Referral Partner is fifteen percent (15%) of revenue received from the initial charge from such End Users, then 15% of all additional revenue received from such subscribers after the first charge. This Revenue Share may be modified at Our sole discretion at the time of agreement.

  4. Referral Partner Portal. As a Referral Partner, We will provide you with access to the Referral Program Dashboard using Your login credentials. There, you can see a summary report for all new subscriptions directed from Your Link for paid plans, including information on new subscriber pricing plans and the associated commissions.

  5. Revenue Share Payment. When paying a commission, We, or one of Our affiliates, will pay the Revenue Share amount due to You within forty-five (45) days after the end of each fiscal quarter in an amount equal to the Net Revenue We recognize as revenue from Referral Transactions during such quarter, times the Revenue Share percentage. We will not pay more than one Revenue Share or other similar referral fee on any given referral sale (unless We choose to at our discretion), and We may apportion a Revenue Share if more than one of Our referral partners has contributed to the close of a sale. A balance of at least USD $50 must be accrued in Your account before you will receive a Revenue Share payment. Alternatively, at Your sole discretion, the Revenue Share Payment may be realized as a discount to the End User or You.

  6. Taxes. You are responsible for payment of all taxes applicable to the Revenue Share. We will request tax forms (W-9 or W-8BEN, as applicable) and will report revenues to the United States Internal Revenue Service. We will not withhold taxes from payments.

  7. True up. All amounts payable by Us to You are subject to offset by Us against any amounts owed by You to Us.

  8. Change in Commission Rate. At Our discretion, We may increase referral commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. We does not guarantee increases in commission to any affiliate, and We retain the right to change, modify, or cancel any commission plan at any time.

Section 5: Trademarks

  1. During the term of this Agreement, You may use Our trademark as You follow the usage requirements in this section. You must: (i) only use the images of Our trademark that We make available to You, without altering them in any way; (ii) only use Our trademarks in connection with the Referral Program and this Agreement; and (iii) immediately comply if We request that you discontinue use. You must not: (i) use Our trademark in a misleading or disparaging way; (ii) use Our trademark in a way that implies We endorse, sponsor or approve of Your services or products; or (iii) use Our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Section 6: Proprietary Rights

  1. Proprietary Rights. No license to any software is granted by this Agreement. The Subscription Service is protected by intellectual property laws. The Subscription Service belongs to and is the property of Us or Our licensors (if any). We retain all ownership rights in the Subscription Service. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Mission Met Content, Causey Content, or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by Us. Causey, the Causey Logos, Mission Met, the Mission Met logos, and other marks that We use from time to time are our trademarks, and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

    We encourage all customers and partners to comment on the Subscription Service, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that We own all rights to use and incorporate them into the Subscription Service, without payment to You

  2. End User’s Proprietary Rights. As between You and End User, End User retains the right to access and use the End User portal associated with the Subscription Service regardless of whether You placed the order with Us for an End User or made or make payments for an End User. End User will own and retain all rights to the End User Data. If We deem it to be necessary based on the relationship status between You and the End User, We may port ownership of the portal associated with the Subscription Service to the End User

Section 7: Confidentiality

  1. As used herein, "Confidential Information" includes all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether communicated orally or in writing, and designated as confidential. This includes, but is not limited to, technical, operational, business, financial data, strategies, and forecasts. Confidential Information does not encompass any information that: (i) Becomes publicly known through no breach by the Receiving Party. (ii) Was in the Receiving Party's lawful possession before the disclosure without any obligation of confidentiality. (iii) Is received from a third party who, lawfully acquired the information and who is not under a confidentiality obligation. (iv) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

  2. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

  3. Destruction of Confidential Information: Upon termination or expiration of this Agreement, each party shall promptly destroy all confidential information provided by the other party under this Agreement, including any copies, extracts, or summaries thereof.

  4. Return or Destruction of Confidential Materials: Upon termination or expiration of this Agreement, each party shall return to the other party all confidential materials provided by that party under this Agreement, and thereafter destroy any copies or excerpts thereof.

  5. Confidential Information Deletion: Each party shall use reasonable efforts to delete or destroy all electronic files containing confidential information provided by the other party under this Agreement, including any backup copies or archives.

  6. Return of Confidential Materials; Destruction of Copies: Upon termination or expiration of this Agreement, each party shall return to the other party all confidential materials provided by that party under this Agreement, and thereafter destroy any copies or excerpts thereof.

  7. Secure Erasure: Each party shall use reasonable efforts to securely erase from all electronic devices and systems all confidential information provided by the other party under this Agreement.

Section 8: Term & Termination

  1. Term. This Agreement will apply for as long as you participate in the Referral Program, until terminated by either party.

  2. Termination Without Cause. Both You and We may terminate this Agreement on sixty (60) days written notice to the other party.

  3. Termination for Cause. We may terminate this Agreement and/or suspend Your or the End User’s access to the Subscription Service: (i) upon thirty (30) days’ notice to You of a material breach if such breach remains uncured at the expiration of such period, or (ii) upon fifteen (15) days’ notice to You of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period, (iii) immediately, if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if We determine that You are acting in a way that has or may negatively reflect on or affect Us, Our prospects, or Our customers.

  4. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement without cause by Us or by You with cause, shall not affect Our obligation to pay You a Revenue Share, so long as the related payment by the End User is recognized by Us within sixty (60) days after the date of such termination or expiration. We will not pay You fees on End User payments recognized by Us after sixty (60) days after the date of such termination or expiration. Provided however, in the event of termination without cause by You, or for cause by Us, our obligation to pay and Your right to receive any Revenue Share will terminate upon the date of such termination, regardless of whether You would have otherwise been eligible to receive Revenue Share prior to the date of termination. Except as expressly set forth in this section, You are not eligible to receive a Revenue Share after expiration or termination of this Agreement.

Section 9: Representations and Warranties

You represent and warrant that:

(i) You have all sufficient rights and permissions to provide the prospect, Contact, or Registered Lead data to Us for Our use in sales and marketing efforts or as otherwise set forth in this Agreement;

(ii) You shall make a good faith effort to verify the accuracy of any representations or warranties made by You under this Agreement, including conducting such investigations and due diligence as is reasonably necessary in the circumstances;

(iii) Your participation in this Referral Program will not conflict with any of Your existing agreements or arrangements, and You have obtained all necessary consents and approvals for your participation in this Referral Program; and

(iv) You shall use reasonable efforts to ensure that all information provided by You under this Agreement is accurate, complete, and up-to-date.

Section 10: Indemnification

You will indemnify, defend and hold us harmless, at Your expense, against any third-party claim, suit, action, settlement, or proceeding (each, an "Action") brought against Us (and Our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) Your participation in the Referral Program, (b) Our use of the prospect, Contact, or Registered Lead data You provided Us, (c) Your noncompliance with or breach of this Agreement. We will: notify You in writing within thirty (30) days of Our becoming aware of any such claim; give You sole control of the defense or settlement of such a claim; and provide You (at Your expense) with any and all information and assistance reasonably requested by You to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on Us; (ii) requires Us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Us without our prior written consent.

Section 11: Disclaimers; Limitations of Liability

  1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, MISSION MET CONTENT, CAUSEY CONTENT, OR THE REFERRAL PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

  2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES

  3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY BEEN PAID FOR THE RELATED REFERRAL TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Section 12: Non-Solicitation

  1. You agree not to intentionally solicit for employment any of Our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both You and We acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either Our employees or contractors.

Section 13: General

  1. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, we will provide at least 30 days' advance notice to you via email or another agreed-upon method of communication. You will have the opportunity to review the proposed changes and negotiate any disagreeable terms up to 15 days from such notice. If no agreement is reached, the existing terms will remain in effect. If you do not agree with the modifications and a mutual agreement cannot be reached, either party may terminate this Agreement on 30 days' written notice, and all accrued revenue shares will be payable in full upon termination. All modifications must be mutually agreed upon and documented in writing, signed by both parties. No delay in exercising any right or remedy or failure to object will be considered a waiver of such rights or remedies unless explicitly waived in writing. A waiver on one occasion will not be a waiver of any rights or remedies on any future occasion.

  2. Applicable Law. This Agreement shall be governed by the laws of Ohio, United States without regard to the conflict of laws provisions thereof. In the event either of Us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the Athens County Common Pleas Court in Athens, Ohio, or the United States District Court for the Southern District of Ohio, Eastern Division, located in Columbus, Ohio.

  3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

  4. Actions Permitted. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

  5. Relationship of the Parties. Both You and We agree that no joint venture, legal partnership, employment, or agency relationship exists between You and Us as a result of this Agreement.

  6. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on Your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Us, Our customers, or to the public. Export laws and regulations of United States and any other relevant local export laws and regulations may apply to the Subscription Service. You will not directly or indirectly export, re-export, or transfer the Subscription Service to prohibited countries or individuals or permit use of the Subscription Service by prohibited countries or individuals.

  7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

  8. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

    To Us: Mission Met LLC, 29 East Carpenter, Athens, Ohio, United States 45701.
    To You: Your address as provided in Our Referral Partner Portal for You.

    We may give electronic notices by general notice via the partner portal and may give electronic notices specific to You by email to Your e-mail address(es) on record in Our account information for You or through the notifications center in the partner portal. We may give notice to You by telephone calls to the telephone numbers on record in Our account information for You.

  9. Entire Agreement. This Agreement is the entire agreement between Us for the Referral Program and supersedes all other proposals and agreements (including all prior versions of the Mission Met Referral Program Agreement, if any), whether electronic, oral or written, between Us. We object to and reject any additional or different terms proposed by You, including those contained in Your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by Us regarding future functionality or features of the Subscription Service. It is the express wish of both You and Us that this Agreement and all related documents be drawn up in English.

  10. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of Our assets, change of control or operation of law.

  11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  12. No Licenses. We grant to You only the rights and licenses expressly stated in this Agreement, and You receive no other rights or licenses with respect to Us, the Subscription Service, Our trademarks, or any other property or right of Ours.

  13. Sales by Mission Met LLC. This Agreement shall in no way limit Our right to sell the Subscription Service and its other products and services, directly or indirectly, to any current or prospective customers.

  14. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

  15. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Revenue Share and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, Term & Termination, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

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