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Last modified: October 13, 2022
This Caspio Partner Program Agreement (“CPPA”) and the Program Policies referenced herein (collectively, the “Agreement”) governs your participation in the Caspio Partner Program and access to the Partner Community. By accepting this CPPA, either by clicking through our online acceptance process or affixing your signature to this CPPA, you agree to the terms of the Agreement. If you are entering into the 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 the Agreement.
Irrespective of any actual access granted by Caspio or your agreement with the CPPA, you may not access the Partner Community or participate in the Partner Program (i) if you are or become a competitor of Caspio or (ii) 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 replace these terms in their entirety if, for example, the Partner Program ends or becomes part of another partner program. If we update or replace the terms, we will let you know by email or via an in-app notification in your portal. If you don’t agree with 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, developer preview, 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 or by 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, e.g., an application that is developed by or for Customer or Partner and 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 a company or other legal entity, or an individual acting on their own behalf, who has agreed to this Agreement.
“Partner Community” means the Caspio Partner Portal, Partner Forum, as well as any application made available to Partners for sharing knowledge or registering or sharing leads or deals.
“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 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, and to whom Partner (or Caspio at Partner’s request) has supplied a user with access credentials. 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 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 here.
“Program Type” means a category or sub-category of the Partner Program that has a particular scope and set of Program Benefits, as set forth in this CPPA and the Program Policies. Program Types may have multiple Partner Tiers.
“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.
Partner’s sales representatives shall be reasonably capable of effectively delivering Caspio’s value proposition and must be generally knowledgeable about the Services and their interfaces, advantages, and high-level functionality. Other requirements regarding Partner Services, compliance and technical training vary by Program Type, and are described in the Program Policies.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, CASPIO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SERVICES, THE PARTNER PROGRAM (INCLUDING THE PARTNER SERVICES, PARTNER COMMUNITY, PARTNER DIRECTORY AND PROGRAM BENEFITS), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CASPIO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING. ALL 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.
Other than as explicitly set forth in this Agreement, no partnership, franchise, joint venture, agency, fiduciary, or employment relationship is created or exists 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, warranties, or representations in Caspio’s name.
Partner grants Caspio a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicenseable license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction, or other Partner feedback.
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 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.
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, and the Parties agree that a new valid provision shall be substituted for the invalid one, such that the original intent of the invalid provision be achieved as closely as possible. To the extent of any conflict or inconsistency between the provisions in the body of this CPPA and any addendum or exhibit hereto or any Order Form, the terms of such addendum, exhibit or Order Form shall prevail. 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 Party 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 in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets and not involving a competitor of the other Party.
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