Prisma Partner Network - Terms of Services

This Prisma Partner Network Agreement (the “Agreement”) sets out the legally binding terms and conditions of the agreement between you (“Partner” or “you” or “your”) and Prisma Data Inc. (“Prisma” or “we” or “us” or “our”) regarding your participation in the Prisma Partner Network program (the “Program”).

By checking the box in the registration process, you agree to be bound by the terms and conditions of this Agreement.

Failure to comply with any provisions of the Agreement may result in a loss and/or reduction of Fees and/or Commissions, which decisions shall be made by Prisma in Prisma’s sole discretion. Prisma reserves the right to update and change the Agreement by posting updates and changes to the Prisma website, as applicable, and/or by issuing new Agreement terms. If a significant change is made, we will provide reasonable notice by email.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement, including Prisma’s Privacy Policy and Prisma’s Acceptable Use Policy, before you may become a partner. For the avoidance of doubt, Prisma’s Privacy Policy and Acceptable Use Policy form part of this Agreement and are incorporated by reference. For the purposes of the Program and this Agreement, all references to “Account” and “Services” in Prisma’s Acceptable Use Policy will be deemed to refer to “Partner Account” and “Services or Partner’s participation in the Program”, respectively. You may also be required to agree to additional Contract Terms. In the event of a conflict or inconsistency between this Agreement and the Contract Terms, the Agreement will govern, to the extent of such conflict or inconsistency. In addition, some types of Program activities may require that you agree to additional terms (“Additional Terms”). Such Contract Terms and Additional Terms are incorporated into this Agreement by reference. In the event of conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

If you have any questions, please don't hesitate to reach out to us at 

Introduction

Unless defined elsewhere in the Agreement, including the Contract Terms, capitalized terms set out in the Agreement are defined as follows:

“Affiliate Partner” means an individual or entity that markets Prisma products and services on their own Website. Such a partner is only deemed a partner if they have agreed to the terms of this Agreement and have been accepted into the Program.

“Affiliate Account” means a Program account for the purposes of generating commissions from referred Customers.

“Customer” means any individual that signs up for the Prisma Data Platform via an Affiliate.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Existing Prisma Customer” means a Customer that is already an existing subscriber to a paid offering from Prisma.

“Fees” means the fees due to a Partner under this Agreement

“Link” or “Links” means text links, graphical hypertext links and other linking code obtained from the Partner Platform which provide direct access to Prisma’s websites and may be included on Websites in accordance with the Agreement.

“Partner Platform” is the 3rd party hosted partner management platform selected by Prisma to manage participants in the Program.

“Prisma Creative” means any marketing or promotional materials relating to Prisma, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the Prisma Trademarks.

“Prisma Platform” is the same as “Service” as defined below.

“Prisma Trademarks” means the trademarks, logos, service marks, and trade names of Prisma Data Inc.

“Program” refers to the Prisma Partner Network program that is run and operated by Prisma.

“Referral Affiliate” is an Affiliate who has registered for an Affiliate Account via the Partner Platform and who promotes the Service by registering, and being approved by Prisma, for a Link to refer Customers to Prisma via such Link.

“Referrals” means any unique Customer that: (a) has registered for a paid Prisma account; and (b) was introduced by an Affiliate that actively promoted the Service.

“Services” means the SaaS products and services that Prisma offers as described on 

“Taxes” means all taxes, federal, provincial, state, local, or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future.

“Technology Partner” is a Prisma Partner who co-develops a software technology solution that is then taken to market jointly or by either party. Such a partner is only deemed a partner if they have agreed to the terms of this Agreement and have been accepted into the Program.

“VAR/Reseller” is defined as a Prisma Partner who bundles/resells Prisma products into their own bespoke offerings to their customers. Such a partner is only deemed a partner if they have agreed to the terms of this Agreement and have been accepted into the Program.

“Websites” means any websites or platforms (including, without limitation, social media pages) that are owned, operated, managed, or controlled by Affiliate.

Definitions

 You must submit an application to be eligible for our Program. We’ll try to notify you of our decision within 5 business days, and we reserve the right to reject any applicant for any reason. The following individuals and entities are not eligible for the Program (collectively, the “Ineligible Applicants”): (a) Prisma employees; and (b) citizens or residents of countries that are on State-level embargo lists as of the submission of the enrollment form. If you are initially accepted into the Program and later become an Ineligible Applicant, you must promptly notify us in writing of such status change, and this Agreement will automatically terminate as of the date that you become an Ineligible Applicant. Failure to inform us of your change of status is considered a breach of this Agreement.

The specific enrollment requirements for each Partner Type are outlined below.

 To apply, please submit an application via 

 Prisma will use a 3rd party platform to keep track of your Affiliate account and the Customers that you refer. Your access and use of your partner account shall be governed by the terms and privacy notice of Prisma’s selected 3rd party partner management platform. To participate in the Program as an Affiliate, you must:      

create an Affiliate Account and sign up to Prisma’s Partner Network Program;

Upon completing the registration process for the Program, Prisma will make available to Partner the following:

access to the Partner Platform where the Partner can manage their account;

You can also promote your own content related to Prisma via search engines, like websites or blog entries.

to always maintain the confidentiality of your login credentials to your Partner Account

to only use Links obtained from the Platform

not to manipulate, alter or otherwise modify any Links (including, without limitation, any linking code)

not utilize a Website in its performance of the Referrals unless such domain is listed in Affiliate’s Partner Platform profile.

not to create or participate in any third party networks or sub-affiliate networks without the express written permission of Prisma

not to use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links

not to mask referral sites or use deceptive redirecting links

not to promote or advertise Prisma on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code

not to use the provided Link directly in any pay-per-click advertising

not to purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the Prisma Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Prisma Trademarks

If you sign up for an Affiliate Account on behalf of your employer, your employer will be deemed to be the Affiliate for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Affiliate is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Affiliate’s employees, agents or subcontractors.

Affiliate acknowledges and agrees that Affiliate’s participation in the Program, including information transmitted to or stored by Prisma, is governed by the Prisma Privacy Policy found at 

Affiliate acknowledges and agrees that Affiliate will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Affiliate.

Affiliate shall acknowledge and promptly respond to reasonable requests for information from Prisma. From time to time, Affiliate shall take such action and execute and deliver such documents and information as Prisma reasonably requests. In addition and without limiting the foregoing, in the event that Prisma contacts Affiliate in connection with this Agreement and requests acknowledgment or response to such communication, the Affiliate shall respond to Prisma promptly.

The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Program with Prisma, Affiliate receives compensation for the Customer referrals made to Prisma. This may establish a “material connection” according to FTC rules, which creates an obligation for Affiliate to provide disclosure to consumers.

Full compliance with these guidelines requires, among other things, that (a) Affiliate clearly and conspicuously disclose that Affiliate is being compensated for referring Customers to Prisma, and (b) Affiliate not engage in misleading or deceptive advertising. For further information, Affiliate should refer to the statement released by the FTC regarding these guidelines.

Affiliate will bear all costs and expenses related to Affiliate’s marketing or promotion of Prisma, and, as applicable, Affiliate’s Websites, or other products or services associated with Affiliate’s participation in the Program (collectively, “Affiliate Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Prisma in its sole discretion.

In no event will Affiliate engage in any Affiliate Marketing Activities except as expressly set forth in this Agreement. In the event that Affiliate has a list of emails where the individuals on the list have expressly elected to receive emails from Affiliate (“Opt-in List”), Affiliate may make a written request to Prisma to send emails regarding the offerings of Prisma to the individuals on the Opt-in List (and Prisma may, in its sole discretion, allow Affiliate to send such emails). In conducting all Affiliate Marketing Activities, Affiliate will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Affiliate has secured the applicable Customer’s consent first, Affiliate will not email any Customer whose email address they have received via Prisma.

Without limiting the generality of Section (b) above, Affiliate will (i) not send any email regarding Prisma to any individual or entity that has not requested such information; (ii) always include Affiliate’s contact information and “unsubscribe” information in any email regarding Prisma, the Service or the Prisma platform; and (iii) not imply that such emails are being sent on behalf of Prisma.

Affiliate will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Prisma; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Prisma; (iii) make any false, misleading or disparaging representations or statements with respect to Prisma; (iv) solicit Customers to leave the Prisma Platform; (v) copy, resemble or mirror the look and feel of Prisma’s websites, Prisma Trademarks or Services or otherwise misrepresent Affiliate’s affiliation with Prisma; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Prisma, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Prisma or the Affiliate’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy.

In addition to, and without limiting the provisions of this Agreement, Affiliate will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Affiliate to operate and to offer the products or services associated with Affiliate’s participation in the Program.

Affiliate will promptly inform Prisma of any information known to Affiliate that could reasonably lead to a claim, demand or liability of or against Prisma by any third party.

If Affiliate is acting as an agent on behalf of a Customer, then Affiliate will disclose to the Customer any Fees that Affiliate is entitled to receive from Prisma in accordance with this Agreement that are associated with such Customer.

Subject to: (i) Affiliate’s compliance with this Agreement, and (ii) the commission plan associated with an Affiliate’s activities pursuant to the Program, Affiliate will be entitled to receive certain fees from Prisma (the “Fees”). The commission plan applicable to Referral Affiliates are set out as below:

Affiliate will receive 20% of the Net Income generated on the Prisma Platform for all referred Customers. For the avoidance of doubt, this includes base plan fees as well as any usage related fees that are incurred by a referred Customer.

Any Fees to which an Affiliate is entitled will be calculated and paid on a monthly basis. Prisma may pay any Fees due by PayPal, bank transfer, or such other method provided by the Partner Platform selected by Prisma. Affiliate’s acknowledge and agree that Prisma and the selected Partner Platform will require certain information (such as, for example, your bank account number or PayPal ID) in order to process the Fees.

Fees are paid for referred Customers for a duration of first 24-months of the life of the Customer account.

Payments from Customers that are refunded or for which a chargeback has been submitted do not qualify for Fees. Prisma reserves the right to amend the Fee structure at any time at its sole discretion.

Partner Platform will only process Fees once per month and there will be an automatic thirty (30) days’ delay for ﬁrst-time payments of new Customers for fraud prevention reasons.

Prisma may delay the credit of Fees to you, and therefore delay the payment by Partner Platform, due to risk analysis considerations and Anti-Money Laundering procedures. If we suspect or detect fraud, we will suspend your participation in the Partner Program while we investigate further.

Where an Affiliate has already received payment in relation to fraudulent activities, Prisma reserves the right to: a) apply a credit on your future Fees or to demand a reimbursement from you; and b) disqualify Fees earned through fraudulent or illegal methods

From time to time, and at Prisma’s sole discretion, Prisma may introduce certain specials or other bonus programs that will entitle Affiliates in general or a speciﬁc selection of Affiliates as selected by Prisma, to strive to win speciﬁc monetary or non-monetary rewards. Depending on the specials, such rewards will be awarded via the Partner Platform account or by Prisma directly.

Prisma, acting reasonably, reserves the right to exclude or reject you from such special, bonus programs and/or rewards, and to introduce, amend, or cancel specials, bonus programs and/or rewards at any time.

If any Fees paid by Prisma are subsequently discovered to be subject to one or more of the exclusions set out in this Agreement, or to have been paid in error, Prisma will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Affiliate in error; or (b) set off the amounts from payments due to Affiliate in the future. If the Agreement is terminated before such amounts are fully repaid by Affiliate to Prisma, Affiliate will pay to Prisma the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

Prisma reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Affiliate. Such notice will be provided by email, and/or by posting notice through the Partner Platform, as applicable, and/or by the issuing of a new Agreement. In the event of any disputes over Fees, Prisma’s determination will be final and binding. All disputes regarding Fees must be submitted in writing to 

 Prisma’s Technology Partners are entities with whom we will do joint product development. The eligibility criteria for such partners is as follows:    Any commercial points will be discussed and agreed upon by both parties in the form of an addendum to this Agreement.

: Technology Partners should operate in industries or markets that complement Prisma’s offerings, enabling mutual growth and customer value creation.

: Technology Partners must have proven technical expertise and resources capable of integrating and supporting Prisma’s products, ensuring a seamless experience for end-users.

: Technology Partners should have an existing customer base that matches Prisma’s target market, facilitating easier cross-selling or upselling opportunities.

: Technology Partners must have a good track record of reliability, customer satisfaction, and ethical business practices to help maintain and grow the integrity and reputation of Prisma’s products.

: Technology Partners should have a strong sales and marketing infrastructure to effectively promote Prisma’s product, including experienced sales teams, digital marketing capabilities, and a solid online presence.

: Technology Partners must have the financial stability to co-develop and invest in promoting and supporting the jointly developed product(s) to ensure a successful long-term partnership.

: Technology Partners must comply with relevant industry regulations and data security standards to protect user data and privacy. GDPR, HIPPA, SOC2-II and ISO 27001 are minimum requirements. Technology Partners are expected to provide evidence of their compliance upon request, which may include certification documents, third-party audit results, or compliance assessment reports. Prisma will provide guidance and support to Technology Partners in understanding and meeting these compliance requirements to ensure that all parties maintain the highest standards of data protection and security.


 Prisma’s VAR/Reseller Partners are entities who incorporate Prisma’s products and solutions into their own bespoke offerings. The eligibility criteria for such partners is as follows:

: The VAR/Reseller Partner has strong sales and marketing teams capable of effectively positioning and selling Prisma’s product(s) within their existing product mix.

: Demonstrated ability to integrate SaaS products with other solutions and provide a seamless technology stack to customers, enhancing the overall value proposition.

: VAR/Reseller Partners should bring additional value to the joint customers through customization, bundled services, or specialized support that addresses specific market needs or customer segments.

: Commitment to undergo product training and achieve proficiency in Prisma products.

: Geographic or vertical market coverage that aligns with Prisma’s expansion goals, enabling both to enter new markets or strengthen presence in existing ones.

: A track record of high customer satisfaction, with robust support and service infrastructure to handle customer queries and issues regarding Prisma’s product(s).

: A clear business plan detailing how you intend to market and sell Prisma’s product(s), including sales targets, marketing strategies, and investment in training and certification.

: Financial stability to support the marketing and sales efforts required to successfully sell Prisma’s product(s), including potential upfront investments.

: Adherence to industry standards and regulations, especially around data security and privacy, to maintain trust and compliance in selling SaaS solutions. GDPR, HIPPA, SOC2-II and ISO 27001 are minimum requirements. Var/Reseller Partners are expected to provide evidence of their compliance upon request, which may include certification documents, third-party audit results, or compliance assessment reports. Prisma will provide guidance and support to VAR/Reseller Partners in understanding and meeting these compliance requirements to ensure that all parties maintain the highest standards of data protection and security.

Any commercial points will be discussed and agreed upon by both parties in the form of an addendum to this Agreement.

Program Overview

Prisma retains all right, title, ownership, and interest in shared resources, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement will be construed to grant you any right, title or ownership in content, or in the underlying intellectual property, other than the right to use Resources in accordance with the License, as set forth in this Agreement.

Prisma grants to You, during the Term, a limited, non-exclusive, non-transferable, non-sub-licensable, royalty-free, world-wide licence to use, reproduce and display the Prisma logo, Prisma Partner badges or other Prisma branding solely for the purpose of promoting the Services to prospective Customers solely in accordance with this Agreement, with Prisma’s instructions and the Prisma brand guide available at 

You agree that Prisma may use your name and trademark for the sole purpose of identifying you as a participant in the Partner Program and in sales presentations, promotional/marketing materials, and press releases about the Partner Program. Prisma will cease this use upon termination of this Agreement.

You may not attempt to register any trademarks, service marks, logos, brand names, trade names, domain names, email addresses and/or slogans similar or confusingly similar to the ones to which Prisma is entitled, especially with the use of the words Prisma and it’s associated product offerings.

Intellectual Property Rights

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, between Prisma and Affiliate and Customer Data is the Confidential Information of Prisma.

Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without the use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

Neither party will disclose to any person any information, whether in written or any other form, disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") and which is identiﬁed as conﬁdential or is clearly by its nature conﬁdential ("Conﬁdential Information") except insofar as the Conﬁdential Information: (a) is required by a person employed or engaged by the Receiving Party in connection with the proper performance of this Agreement (but only to the extent that any person to whom the information is disclosed needs to know the same for the performance of their duties and provided the Receiving Party procures that all such persons are aware of the obligation of conﬁdentiality and undertake in writing to comply with it); or (b) is required to be disclosed by law (provided that, where permitted by law, the party disclosing the information will notify the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure will be made and takes all reasonable action to avoid and limit such disclosure).

The Parties agree to treat all confidential information received from each other with at least the same degree of care as it treats its own confidential information, but in no event with less than a reasonable degree of care. Confidential Information includes but is not limited to, technical data, trade secrets, know-how, business operations, strategies, and information pertaining to customers, pricing, and marketing. Each party commits to using the confidential information solely for the purpose of fulfilling its obligations under this Agreement. Upon termination or expiration of this Agreement, or upon the disclosing party's request, the receiving party shall return or destroy all copies of confidential information received from the disclosing party.

Confidentiality

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.

Fraudulent or other unacceptable behavior by Affiliate, including breach of the Acceptable Use Policy, as determined by Prisma in its sole discretion, may result in one or more of the following actions being taken by Prisma: (a) termination of Affiliate’s affiliation with Customers within the Affiliate Account; (b) suspension of some or all Affiliate privileges under the Partner Program; and (c) termination of the Affiliate Account entirely without notice to, or recourse for, Affiliate.

Prisma reserves the right to cancel or modify the Agreement in its entirety, including Fees, at any time. If a significant change is made to the Agreement, including any material change to Fees, Prisma will provide reasonable notice by email, posting a notice on the Partner Platform. In the event of significant changes that materially affect your rights or obligations under this Agreement, we will notify you at least [30] days in advance of the changes taking effect. For the purpose of this Agreement, a 'significant change' is defined as a change that substantially alters your rights or obligations under this Agreement, including but not limited to changes in partnership obligations, fees, or confidentiality requirements. We encourage you to periodically review the Terms to ensure you are informed of any updates. Your continued participation in the Partner Program after any such changes take effect constitutes your acceptance of the new Terms.

Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Prisma Creative and all Confidential Information; (b) Affiliate will immediately cease displaying any Prisma Link or Creative or on any Website or otherwise; and (c) all rights granted to Affiliate under this Agreement will immediately cease, including but not limited to the right of Affiliate to access the Affiliate Account and Partner Platform, or to receive any payments of Fees under this Agreement, unless otherwise determined by Prisma in its sole discretion.

Upon termination, the License granted to you pursuant to the Affiliate Partner Program will cease and you will immediately remove all codes and links and cease any and all use of the Resources, Prisma trademarks, or any other trade or service marks, trade names, or any other items received through or used in connection with such Partner Program.

Term and Termination

Prisma will have no liability with respect to the Partner Program, Prisma Platform, or Prisma’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Prisma Platform, or Affiliate’s participation or inability to participate in the Program, even if Prisma has been advised of the possibility of such damages. In any event, Prisma’s liability to Affiliate under this Agreement for any reason will be limited to the Fees paid to Affiliate by Prisma during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Customer and an Affiliate is strictly between the Customer and the Affiliate, and Prisma is not obligated to intervene in any dispute arising between the Customer and the Affiliate. Under no circumstances will Prisma be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Affiliate’s relationship with any Customer. These limitations will apply even if Prisma has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

Affiliate agrees to indemnify, defend and hold harmless Prisma and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Prisma granted by Affiliate to any Customer, prospective Affiliate or other third party; (d) Affiliate’s breach of any term of this Agreement; (e) any third party claim that Affiliate’s products or services infringes the intellectual property or other rights of a third party; (f) Affiliate Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Affiliate’s products or services; (h) Affiliate’s relationship with any Customer; and (i) any breach of applicable law by the Affiliate.

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Affiliate will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Affiliate will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

Non-exclusive remedies In the event of any breach or threatened breach by Affiliate of any provision in this Agreement, in addition to all other rights and remedies available to Prisma under this Agreement and under applicable law, Prisma will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Affiliate’s access to the Program and the Platform, (c) receive a prompt refund of all amounts paid to Affiliate under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Prisma in connection with such violation, in accordance with the provisions of this section.

Limitation of Liability and Indemnification

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

Severability

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Prisma and Affiliate, or as otherwise expressly stated in this Agreement.

Neither Prisma nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes Prisma to act on its behalf in this Agreement. This Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

The Prisma Partner Program, the Platform, the Partner Platform are provided “as-is”. Prisma makes no warranties under this Agreement, and Prisma expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Prisma further disclaims all representations and warranties, express or implied, that the Prisma Platform satisfies all of Affiliate’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Affiliate’s email address listed in the Affiliate Account or as otherwise provided by the Affiliate to Prisma, and to legal@prisma.io; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Affiliate at the email address provided in the Affiliate Account.

Each Party, to the extent it collects or process personal data in connection with the Partner Program, will comply with all data protection legislation applicable to such collection or processing of personal data.

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Prisma nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Prisma will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Prisma’s prior written consent, to be given or withheld in Prisma’s sole discretion.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof. Any action arising hereunder will be brought in the federal or state courts, located in California. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of any state or federal court located within San Francisco County, State of California in connection with any matter arising out of this Agreement or the transactions contemplated under this Agreement.

To facilitate a constructive resolution of disputes, the Parties agree to engage in a 30-day negotiation period prior to initiating any legal proceedings. During this period, both parties will attempt to resolve the dispute amicably through direct discussions. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to binding arbitration under the rules of a mutually agreed upon arbitration association. The decision of the arbitrator(s) shall be final and binding upon the Parties.

Partner and its affiliates covenant not to assert patent infringement claims against Prisma.

Prisma is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Partner’s products or services regardless of their similarity to Partner’s products or services, provided that Prisma does not use Partner’s Confidential Information in so doing.

If you are entering into this Agreement on behalf of your company, you represent to Prisma that you have all requisite corporate power and authority to enter into this Agreement on behalf of your company, and that this Agreement will constitute the legal, valid and binding obligation of your company. You represent to Prisma that you (a) are 18 years of age or older at the time of your application; and (b) are not an Ineligible Applicant. You and Prisma have an independent contractor relationship, and nothing in this Agreement creates any partnership, joint venture, agency or employment relationship between the parties. You will have sole responsibility for your taxes, expenses and agents.

General provisions

For any questions regarding this Agreement, please contact Prisma at partnerships@prisma.io

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