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Last modified: January 25, 2022
This Caspio Partner Program Agreement (“CPPA”) and the Program Policies referenced herein (collectively, the “Agreement”) governs your access to the Partner Community and participation in the Caspio Partner Program. By accepting this CPPA, either by clicking a box indicating your acceptance or otherwise electronically indicating acceptance, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. You and Caspio (“Caspio”) are each a “Party” and collectively “Parties” to this agreement.
You may not access the Partner Community or participate in the Partner Program if you (i) do not agree with these terms and conditions, or (ii) are or become (in whole or in part) a direct competitor of Caspio, except with Caspio’s prior written consent. Further, you may not access the Partner Community or join the Partner Program for purposes of monitoring Caspio or its services, their performance or functionality, or for any other benchmarking or competitive purposes.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Program ends, or becomes part of another partner program. If we update or replace the terms, we will let you know via an in-app notification in your portal or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Beta Services” means Services or functionality that may be made available to Customer or Partner to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by Caspio from publicly available sources or its third-party content providers and made available to Customer or Partner through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means an individual or entity (including its Affiliates) that has entered into a Subscription Agreement with Caspio and one or more Order Form(s) to purchase Services.
“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-Caspio Applications.
“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via https://howto.caspio.com, https://www.caspio.com, or login to the applicable Service.
“Effective Date” of this Agreement will be the date on which Partner accepts this Agreement as set forth above.
“Non-Caspio Application” means a web-based, mobile, offline, or other software application functionality that is provided by Customer, Partner or a third party and interoperates with a Service, including, for example, an application that is developed by or for Customer or Partner, is listed on an online directory, catalog or marketplace of applications that interoperate with the Services.
“Order Form” means, depending on the context in which it is used herein:
(i) the ordering documents that are entered into between Partner and Caspio from time to time to effect Partner’s payment of Program Fees associated with its participation in the Partner Program or receipt of certain additional Program Benefits, including any addenda to such ordering documents; Order Forms submitted by Partner shall be deemed incorporated herein by reference; or
(ii) ordering documents or online order specifying the Services to be provided to a Customer and associated with a Customer’s purchase of Services from Caspio.
“Participation Qualifications” means the Program Type requirements set forth in the applicable Program Type’s Program Policies.
“Partner” means (i) a company or other legal entity, or (ii) an individual acting on their own behalf, who has agreed to this Agreement.
“Partner Program” means, collectively, the Program Benefits and rights and obligations of Partner and Caspio that are associated with the Program Types described in the Program Policies. Reseller relationships between Caspio and Partners will also be governed by this agreement.
“Partner Services” means the online, web-based applications and platform to facilitate Partner’s partner relationship with Caspio and available via https://www.caspio.com and/or other designated websites, that are provided to Partner in accordance with this Agreement and/or Partner’s participation in a Program Type, including associated offline components, but excluding any Non-Caspio Applications. Partner Services includes, but is not limited to, the Partner Community and Partner training resources.
“Partner Tier” means Partner’s level in certain Program Types. Partner Tiers are described more fully in the Program Policies and are subject to change from time to time.
“Partner User” shall mean an individual who is authorized by Partner to use the Services or Partner Services (including Partner Community) that Caspio makes available to Partner, and to whom Partner (or, when applicable, Caspio at Partner’s request) has supplied a user identification and password (for Services or Partner Services utilizing authentication). Partner Users may include, for example, employees, consultants, contractors, and agents of Partner, and third parties with which Partner transacts business.
“Program Benefits” means the materials and/or services that may be provided to Partner under this Agreement as part of Partner’s participation in a Program Type. Certain Program Benefits may be subject to payment of additional fees.
“Program Fees” means collectively, any fees that Partner must pay Caspio for participation in a Program Type, or for Program Benefits, as further described in the Program Policies.
“Program Policies” means the terms describing the Partner Program, Program Types, Partner Tiers, Program Benefits, and other policies governing Partner’s participation in the Partner Program, as set forth in this CPPA and the Program Policies.
“Program Type” means a category or sub-category of the Partner Program that has a particular scope and particular set of Program Benefits, as set forth in this CPPA and the Program Policies. Program Types may have multiple Partner Tiers.
“Caspio” means Caspio, Inc. or the Caspio company as set forth in Section 16 (Parties, Legal Notices, Governing Law and Jurisdiction) of this CPPA.
“Services” means the products and services that are ordered by Customer under an Order Form (or otherwise provided to Partner in accordance with this Agreement) and made available online by Caspio, including associated Caspio offline or mobile components, as described in the Documentation. Services exclude Content and Non-Caspio Applications.
“Terms of Service” means terms and conditions located at https://www.caspio.com/caspio-bridge-terms-of-service/, as modified from time to time.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, CASPIO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SERVICES, THE PARTNER PROGRAM (INCLUDING WITHOUT LIMITATION THE PARTNER SERVICES, PARTNER COMMUNITY, PARTNER DIRECTORY AND PROGRAM BENEFITS), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. IN NO EVENT WILL CASPIO BE LIABLE TO PARTNER (OR TO ANY INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER) FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE SERVICES, THE PARTNER SERVICES OR ANY OTHER CASPIO PRODUCT OR SERVICE, MADE AVAILABLE, ACCESSED OR USED AS PART OF PARTNER’S PARTICIPATION IN THE PARTNER PROGRAM.
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Partner and Caspio, notwithstanding the use of the term “partner” in this Agreement. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, nor to represent the other Party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this CPPA. Partner shall not make any proposals, promises, warranties, guarantees, or representations on Caspio’s behalf or in Caspio’s name.
Partner grants Caspio a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable, license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Partner relating to the operation of Caspio’s or its Affiliate’s services.
Partner shall reasonably cooperate with Caspio in regard to any inquiry, dispute, or controversy in which Caspio may become involved and of which Partner may have knowledge, including with respect to disclosure of relevant documents and financial information, and interviews of Partner’s personnel. Such obligation shall continue after the expiration or termination of this Agreement.
Partner agrees that this CPPA and the information which is incorporated into this CPPA by written reference (including reference to information contained in a URL and/or referenced policies and/or guides), or any applicable Order Form for Program Fees or the purchase of certain Program Benefits, or addendum attached hereto, constitutes the complete agreement between the Parties relating to Partner’s participation in the Partner Program. This Agreement supersedes and replaces any prior representations, written or oral, regarding Partner’s participation in the Partner Program as well as any other online or click-through agreement that Partner may have previously entered into with Caspio governing Partner’s participation in the Partner Program before the CPPA version date provided above. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. To the extent of any conflict or inconsistency between the provisions in the body of this CPPA and any addendum or exhibit hereto, the terms of such addendum or exhibit shall prevail. To the extent of any conflict or inconsistency between the provisions in the body of this CPPA and any Order Form, the terms of the Order Form shall prevail. The Parties agree that any term or condition stated in a Partner purchase order or in any other Partner order documentation (excluding Order Forms) is void. This CPPA and any Order Form that Caspio and Partner enter into may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, provided however, that Caspio may modify or amend the Program Policies from time to time as permitted therein.
Neither Partner nor Caspio may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets not involving a direct competitor of the other Party.
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