PLANFUL PARTNER TERMS AND CONDITIONS

These terms and conditions (“Terms”) are entered into by and between Planful Inc. located at 555 Twin Dolphin Drive Suite 400, Redwood City, CA 94065, USA (“Planful”) and the and [PARTNER], a [STATE] [ENTITY] having a principal place of business at [ADDRESS] ("Partner"). This agreement consists of the Terms, the Term Sheets between the parties referencing these Terms, the applicable Program Addendums, and any addenda or exhibits referencing these Terms (together, the “Partner Agreement”).

1.	Definitions.
“Affiliate(s)” means any entity which directly or indirectly, controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Benefits Guide” means the chart of benefits made generally available at the discretion of Planful to each Program Type, located at partners.planful.com.
“Change in Control” means a merger, acquisition, or other corporate transaction in which the owners of the majority of the subject entity’s voting interests immediately prior to the transaction own less than 50% of the voting interests of the successor entity resulting from the transaction.
“Customer” means a customer of Planful.
“Customer Data” means all electronic data or information submitted by or on behalf of a customer to the Planful Service.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Materials” means the marketing materials, graphics, and copy in paper or electronic form related to a party’s products or services, as may be provided by such party to the other.
“Partner” means the entity identified as Partner on the Term Sheet.
“Partner Portal” means the website and associated service for which Partner is required to register in order to track progress and participation in the Program.
“Planful Service” means Planful’s generally available, web-based, hosted, software-as-a-service, including all corrections, updates, modifications, releases, versions, and enhancements to such software that may hereafter be generally released by Planful for such service.
“Program” means the Planful partner program which is the subject of this Partner Agreement.
“Program Addendum” means the description, qualifications, and requirements of each of the Program Types, which is located at partners.planful.com, and which constitutes a part of this Partner Agreement.
“Program Type” means one of the following types of relationship: Advisor, Service Partner, Technology Partner, or Reseller.
“Program Year” means the time frame specified on the Term Sheet.
“Term Sheet” means the form executed by Partner and Planful referencing these terms and conditions, and identifying the Partner, the Partner Type, commercial details, and other information relevant to Partner’s participation in the Program.
“Territory” means the geographic region specified in the Term Sheet.
2.	 Partner Program
2.1	Enrollment. To participate in the Program, Partner must fulfill all qualifications and comply with all obligations set forth in this Partner Agreement, including the Program Addendum applicable to Partner’s specified Program Type, which is hereby incorporated by reference. Partner will be classified as one or more of the Program Types as set forth on the Term Sheet. The applicable Program Addendum is located at partners.planful.com.
2.2	Benefits. Subject to Partner’s compliance with the Partner Agreement and all applicable Program Addendums, Planful may offer benefits to Partner based on its Partner Type, applicable tier of performance, and other conditions, as further described in the Benefits Guide. Planful may at any time, in its sole discretion, change the benefits available and the qualifying conditions by providing written notice to Partner, where the updated benefits and qualifying conditions will take effect upon renewal of this Partner Agreement.
2.3	Relationship Managers. Each party shall designate a manager resource ("Relationship Manager") who shall collaborate with the other party’s Relationship Manager to serve as its principal point of contact for the resolution of any issues related to this Partner Agreement that may arise. Each party may change its Relationship Manager by notifying the other party in writing. The parties' initial Relationship Managers are specified on the Term Sheet.
3.	Responsibilities
3.1	Compliance with Law. Partner shall comply, and shall ensure that any third parties performing on Partner’s behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders, including, but not limited to, trademark and copyright laws, the United States Foreign Corrupt Practices Act (or any similar law in Partner’s jurisdiction), and applicable export control laws or regulations, and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Planful, its partners, or its Customers. Partner shall promptly inform Planful in writing upon becoming aware of any violations of this section.
3.2	Information Rights. Partner shall ensure that for all personal information it provides to Planful, including the names and emails of its employees and agents and the business contact information for any third party or its representatives, (1) it has collected such information in compliance with all applicable laws, and (2) it has received all required consents and rights necessary under applicable law to share the information with Planful and for it to be used for the purposes for which it is provided. 
3.3	Portal Account. Partner shall provide accurate, current, and complete contact, billing, and corporate identification information to Planful by registering an account on the Partner Portal at the request of Planful, and maintain and promptly update such information to keep it accurate, current, and complete during the term of this Partner Agreement. Partner’s access to the Partner Portal may be subject to additional terms and conditions governing the use of the portal’s software. If Partner fails to comply with any terms and conditions applicable to the Partner Portal, Planful may suspend access to the Partner Portal or terminate this Partner Agreement. Partner is responsible for all information submitted and activities conducted under its Partner Portal account. Partner may not share its account or password with anyone.
3.4	Customer Data. To the extent Partner possesses or is provided access to Customer Data, Partner shall hold all Customer Data in its possession, or to which it has access, in strictest confidence and shall not (i) access, modify or use Customer Data except for the purpose for which it was shared or access was granted; (ii) disclose Customer Data to anyone without a legitimate need to know in order to further such purpose; or (iii) disclose Customer Data to any third party without the Customer's prior written consent. Without limiting the foregoing, Partner shall not share any Customer Data, or metadata related to Customer Data, with multiple Customers, or migrate or utilize any such information from one Customer to another. Partner shall adequately inform and train all its employees and agents on the obligations set forth in the Partner Agreement.
3.5	Personal Information. The parties may provide to each other information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person who is a resident of California, or with their household (“Personal Info”) as part of the performance of this Partner Agreement, and all such information shall be deemed Confidential Information. Each party shall not retain, use, or disclose the Personal Info for any purpose other than for the specific purpose of performing the Partner Agreement. Each party shall not further collect, sell, or use the Personal Info except as necessary to perform the Partner Agreement. Each party shall delete the Personal Info from its records upon request by the other, unless it is otherwise necessary to retain such information under applicable law. The provision of Personal Info is not a component of the exchange of consideration in the Partner Agreement, and therefore the provision of Personal Info is not a sale of such information. Neither party shall sell the Personal Info. Each party hereby certifies that it understands the restrictions on the sale, retention, use, and disclosure of personal information herein and as set forth in applicable law, and will comply.
3.6	Data Processing. To the extent a party processes personal data subject to the EU Data Protection Directive and the subsequent General Data Protection Regulations (GDPR), the parties agree to execute the Data Processing Addendum which is made a part of this Partner Agreement.
4.	Confidentiality
4.1	Scope of Information. "Confidential Information" means all proprietary or confidential material or information disclosed orally or in writing by the disclosing party to the receiving party that is designated as proprietary or confidential or that reasonably should be understood to be proprietary or confidential given the nature of the information and the circumstances of the disclosure. Confidential Information of Planful includes the terms and conditions of this Partner Agreement, pricing, product roadmaps, Customer lists, implementation methodologies, and Planful training and support materials. Confidential Information shall not include any information that: (1) is generally known to the public without the receiving party's breach of any obligation owed to the disclosing party; (2) is independently developed by the receiving party without reference to Confidential Information of the disclosing party; (3) is already known to the receiving party without obligation of confidentiality; (4) was or subsequently is received without obligation of confidentiality from a third party who obtained and disclosed such Confidential Information without breach of any obligation owed to the disclosing party; or (5) is required by law to be disclosed (but only to the extent of such requirement), in which case the receiving party shall give the disclosing party reasonable prior notice of such compelled disclosure and reasonable assistance, at disclosing party's expense, should disclosing party wish to contest the disclosure or seek a protective order.
4.2	Protection. Neither party shall use any Confidential Information of the other party for any purpose except the performance of this Partner Agreement. Neither party shall disclose any Confidential Information of the other party to any third party except to its directors, employees, and contractors who have a need to know for the purpose of this Partner Agreement, and who have executed or are otherwise bound by confidentiality obligations at least as restrictive as those herein. Each party shall protect the other party's Confidential Information in a manner similar to its own Confidential Information of like nature, but in no event using less than reasonable care. In the event of an actual or threatened breach of a party's confidentiality obligations, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the breaching party that other remedies may be inadequate. The obligations of this section 4.2 shall survive any termination of this Partner Agreement for a period of five years.
5.	Intellectual Property
5.1	Trademarks. Each party hereby grants to the other a revocable, nonexclusive, nontransferable, non-sublicensable, royalty-free license to use, in Partner’s case, Planful’s name and associated logos and, in Planful's case, Partner’s name and associated logos (collectively, "Marks"), for the sole purposes of identifying the Mark owner’s products and services, reasonably promoting the relationship established by this Partner Agreement, and for performing the obligations set forth in the applicable Program Addendum. Any use of Marks must comply with the licensor’s reasonable trademark usage policies, contain proper markings and legends. The licensee shall not Modify the Marks in any way. The licensor may withdraw approval of any use of its Marks at any time in its sole discretion, which shall require the removal of online uses which are controlled by licensee or its agents, but shall not require the recall of any previously printed and distributed materials. During the period of use, the licensee shall reasonably cooperate with the licensor in facilitating the licensor's monitoring and control of the Marks, and shall supply the licensor with specimens of its use of the licensor's Marks upon request. If the licensor notifies the licensee that the use of the licensor's Marks is not in compliance with the licensor's trademark policies or is otherwise deficient, then the licensee shall promptly comply with such policies at its own cost. Partner shall not make any express or implied statement or suggestion, or use the Planful Marks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on Planful or its business, products, or services. Each party acknowledges that the other party's Marks are and shall remain the exclusive property of the other party. Neither party shall gain any right, title, or interest with respect to the other party's Marks by use thereof, and all rights or goodwill associated with the other party's Marks shall inure to the benefit of the other party.
5.2	Materials. Each party may provide to the other Materials for purposes of marketing the relationship established by this Partner Agreement. Each party grants to the other a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to use Materials solely in conjunction with the marketing and promotion rights and obligations set forth in this Partner Agreement. Each party shall provide samples of the use of the other’s Materials upon request, and shall cease using Materials at the direction of the other party. Neither party is permitted to make modifications to Materials without the prior written approval of the provider of the Materials, and if any modification is permitted, all modifications, derivatives, and related works of authorship shall be deemed to be the property of the provider of the original Materials on which they are based. Each party agrees that it will not at any time during or after this Partner Agreement assert or claim any interest in or do anything that may adversely affect the validity and ownership of the other party’s Materials. If any Marks are included in Materials, the included Marks are only licensed to the extent used as part of the Materials.
5.3	Feedback. Planful shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into any Planful product or service any suggestions, enhancement requests, recommendations or other feedback regarding the Planful Service or the operation of the Program (“Feedback”) Planful receives from Partner. Nothing in this Partner Agreement will restrict Planful’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit such Feedback without compensating or crediting Partner or the individual providing such Feedback.
5.4	Ownership. Except for the limited licenses granted in this Partner Agreement, neither party transfers or assigns to the other any intellectual property or other proprietary rights in its Confidential Information, technology, products, or services. All right, title, and interest in and to the Planful Services including, without limitation, all modifications, enhancements, and intellectual property rights thereto shall belong solely to Planful and its applicable suppliers.
6.	Warranties
6.1	Mutual Warranty. Each party represents, warrants and covenants that (1) it possesses the full right, power and authority to enter into and fully perform this Partner Agreement; (2) the execution, delivery and performance of this Partner Agreement have been duly authorized by all necessary corporate action;(3) it has obtained and will maintain any and all consents, approvals, licenses, or other authorizations necessary for the performance of its obligations hereunder; and (4) to the extent it handles personal data subject to the EU Data Protection Directive and the subsequent General Data Protection Regulations (GDPR), it will comply with (A) GDPR and all applicable implementing laws and regulations, and (B) the Privacy Shield framework administered by the U.S. Department of Commerce to the extent certified by the framework. 
6.2	Partner Warranty. Partner represents and warrants that it will perform the Partner Agreement in a professional and workmanlike manner using employees of Partner having a level of skill commensurate with the requirements of the Partner Agreement.
6.3	Unauthorized Representations or Warranties. Partner shall not make any representations, warranties, or guarantees to any third party with respect to the specifications, features, or capabilities of the Planful Service that are deceptive, misleading, or otherwise inconsistent with the literature distributed by Planful or its suppliers with respect thereto. All warranties made by Partner are made on its own behalf. Partner shall have no authority to act on behalf of Planful. Except as expressly specified in this Partner Agreement, neither party shall represent itself as an agent, employee, or reseller of the other party. 
6.4	Disclaimer. PLANFUL MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE PLANFUL SERVICE, SOFTWARE, OR ANY SERVICES PROVIDED BY PLANFUL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PLANFUL DOES NOT WARRANT THAT ITS SOFTWARE WILL BE VIRUS FREE OR THAT THE USE OF ITS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
6.5	No Arrangements with Officials. Each party hereby represents and covenants that neither it nor any of its employees, owners, officers, directors, or representatives has or shall have, directly or indirectly, any agreement or arrangement with any official, employee, or representative of any Referral Prospect (if any, as that is defined in the applicable Program Addendum), of any government or governmental agency, or of any political party, under which agreement or arrangement such official, employee, representative or political party shall receive, either directly or indirectly, anything of value, whether monetary or otherwise, as a result of, or in connection with, any actual or contemplated sale of products or services hereunder to any such Referral Prospect, government or governmental agency, or as the result of or in connection with any action or contemplated action taken or requested to be taken by a government or governmental agency of any nature relating to a party hereto (or any subsidiary thereof).
6.6	No Official Agents. Each party further represents and covenants that neither it nor any of its employees, owners, officers, directors, or representatives are or will be, during the duration of this Program Addendum, (1) officials of any government, or (2) officials of any political party or candidates for any political office in which any such person will be in a position to influence any governmental act or failure to act or any governmental decision, or will be in a position to influence or induce anyone else to influence any government decision, in connection with any actual or contemplated sale of any product or service of Planful (or any subsidiary thereof) to any Referral Prospect, government or governmental agency or in connection with any action or contemplated action taken or requested to be taken by any government or governmental agency of any nature relating to a party to this Partner Agreement (or any subsidiary thereof).
6.7	Official Defined. As used in this section, the term “official” of a government means any officer or employee of a government or any department, agency, or instrumentality thereof, or any person acting in an official capacity for or on behalf of such government or department, agency, or instrumentality.
7.	Indemnity; Limitations of Liability
7.1	Partner Indemnity. Partner shall defend, indemnify and hold Planful harmless against any loss, damage or costs, including reasonable attorneys' fees, incurred in connection with claims or proceedings made or brought against Planful by a third party arising from Partner’s (1) alleged or actual breach of this Partner Agreement, (2) gross negligence or willful misconduct, and (3) violation of applicable law. 
7.2	Planful Indemnity. Planful shall defend, indemnify and hold Partner harmless against any loss, 
7.3	damage or costs, including reasonable attorneys' fees, incurred in connection with claims or proceedings made or brought against Partner by a third party alleging that the Planful Service infringes the intellectual property rights of a third party. Planful will not be liable to the extent that such claim is based on Partner’s: (1) marketing, demonstration, sales representations, support, or use of any Planful Service after Planful notifies Partner to stop the promotion or use of the Planful Service due to such a claim; (2) combination of the Planful Service with any non-Planful product, service, data, or business process; (3) alteration of any Planful Service; or (4) use of Planful’s trademarks in violation of Planful’s communicated trademark guidelines, or without Planful’s written consent to do so.
7.4	Indemnity Procedures. The parties’ indemnity obligations above are conditioned on the indemnitee (1) promptly giving written notice of the claim to the indemnitor; (2) giving the indemnitor sole control of the defense and settlement of the claim except that indemnitor may not settle or defend any claim unless it unconditionally releases the indemnitee of all liability; and (3) providing to the indemnitor, at indemnitor’s cost, all reasonable assistance. The failure of an indemnitee to meet such conditions shall only affect indemnitor’s obligations to the extent indemnitor is materially prejudiced by that failure.
7.5	Limitation of Liability.
(a)	IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.
(b)	IN NO EVENT SHALL PLANFUL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PARTNER AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF USD $5,000 OR THE AMOUNTS OWED TO PARTNER HEREUNDER, EXCEPT THAT THIS LIMITATION SHALL NOT OPERATE TO LIMIT PAYMENT OBLIGATIONS ACCRUED THROUGH PROPER PERFORMANCE OF THIS PARTNER AGREEMENT.
(c)	The limitations set forth in this section 7.4 shall not apply to liabilities arising from a party’s (1) indemnity obligations in this Partner Agreement, or (2) gross negligence or willful misconduct. The limitations of liability shall not apply to the extent prohibited by law. The limitations of liability shall apply notwithstanding the failure of the essential purpose of any limited remedy.
8.	Term and Termination
8.1	Duration. This Partner Agreement shall become effective as of the Effective Date and remain in full force and effect until the end of the Program Year set forth on the Term Sheet. Planful shall provide an updated Term Sheet each year at least 60 days prior to the end of the Program Year, and this Partner Agreement shall automatically renew for additional one-year terms, using the updated Term Sheet provided by Planful, unless either party provides at least 30 days’ prior written notice of non-renewal. 
8.2	Termination for Convenience. Either party may terminate this Partner Agreement for convenience at any time upon 90 days' prior written notice.
8.3	Termination for Cause. 
(a)	Either party may terminate this Partner Agreement for cause (1) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (2) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.
(b)	Either party may terminate this Partner Agreement for cause upon any Change in Control of the other party in favor of a direct competitor of the first party. "Direct competitor" of Planful shall mean any company offering Enterprise Performance Management solutions. 
8.4	Effect of Termination. No termination or expiration of this Partner Agreement shall relieve either party of its outstanding payment obligations at the time of such termination or expiration. No fees of any kind shall accrue to Partner based on subscriptions to the Planful Service sold after termination of this Partner Agreement. Sections of this Partner Agreement which by their nature are intended to survive shall survive any termination or expiration of this Partner Agreement.
9.	General
9.1	Relationship of the Parties. The parties are independent contractors. Neither party shall have any express or implied authority to bind the other to any contract or other commitment. This Partner Agreement does not create a partnership, franchise, joint venture, fiduciary, or employment relationship, or any other agency relationship. Each party shall bear its own costs and expenses incurred in performance of this Partner Agreement.
9.2	No Third-Party Beneficiaries. There are no third-party beneficiaries to this Partner Agreement.
9.3	Notices. All notices required or contemplated by this Partner Agreement shall be in writing. Notices from Partner to Planful shall be delivered or mailed to Planful, 555 Twin Dolphin Drive Suite 400, Redwood City, CA 94065, Attention: General Counsel, with a copy emailed to legal@planful.com, and notices to Partner shall be addressed to the address or email set forth on the Term Sheet. Any notice to be given or served hereunder by either party shall be deemed given and received hereunder when delivered personally, emailed, sent by nationally recognized overnight delivery service, or three days after being mailed certified mail, postage prepaid, to Partner or Planful in accordance with this section.
9.4	Dispute Resolution; Waiver of Jury Trial. In the event of any dispute hereunder, the parties shall promptly and in good faith attempt to resolve such dispute, including escalating to executives as appropriate. Except for injunctive relief, neither party may initiate any court or other formal action relating to such dispute within the first 60 days following notice by one party to the other of such dispute. Each party hereby irrevocably waives any right to jury trial in connection with any action or litigation relating to this Partner Agreement.
9.5	Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Partner Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
9.6	Severability. If any provision of this Partner Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Partner Agreement shall remain in effect.
9.7	Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing and subject to section 8.3(b), either party may assign this Partner Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a Change in Control. Any attempt by a party to assign its rights or obligations under this Partner Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Partner Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
9.8	Governing Law. This Partner Agreement will be construed under the laws of the State of California, without regard to conflicts of law provisions thereof. Any action or proceeding arising out of this Partner Agreement must be brought exclusively in the state or federal courts in California and each party hereby consents to the jurisdiction of such courts for the resolution of any such action or proceeding. In any litigation arising out of or relating to this Partner Agreement, the prevailing party will be entitled to recover its reasonable litigation expenses, including attorneys’ fees, from the other party, in addition to any other relief that may be granted. 
9.9	Entire Agreement. This Partner Agreement, including the Term Sheet, the Program Addendum(s), and any other exhibit hereto, constitutes the entire agreement between the parties as to its subject matter and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Partner Agreement shall be effective unless in writing signed by both parties. Except as otherwise expressly stated, the terms of the body of this Partner Agreement shall prevail in the event of any inconsistency with the terms of any addendum hereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Partner documentation shall be incorporated into or form any part of this Partner Agreement, and all such terms or conditions shall be null and void.
9.10	Force Majeure. Neither party will be liable for any failure to perform due to unforeseen circumstances or causes beyond its reasonable control, including, but not limited to, acts of God, war, third party criminal acts, embargoes, acts of civil or military authorities, any epidemic, pandemic or threat thereof, fire, flood, strikes (not involving one’s own labor), inability to secure transportation, facilities, fuel, energy, labor, or materials. In the event of force majeure, time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.
9.11	Counterparts. This Agreement may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date:

PARTNER						PLANFUL, INC. 

     

By:							By:					
Name:							Name:					
Title:							Title: