This Agreement is between inspace (“COMPANY”) and the reseller (“Reseller”) and establishes the terms and conditions for Reseller’s participation in the inspace Reseller Program (the “Program”). Under the Program, inspace will provide marketing and promotional support to Reseller as specified in this Agreement related to Reseller’s purchase and license of inspace products for resale.

1. Reseller Qualification
1.1 In order to ensure adequate technical and marketing support to end-users, eligibility to resell inspace products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site). These Program Materials contain a detailed description of the benefits to a Reseller as well as the requirements of a Reseller under this program. Reseller will not sell inspace products without arranging for adequate post-sales support.

2. Relationships
2.1. Reseller is an independent contractor engaged in purchasing inspace products for resale to its customers. Reseller is not an agent or legal representative of inspace for any purpose, and has no authority to act for, bind, or commit inspace.

2.2. Reseller has no authority to make any commitment on behalf of inspace with respect to quantities, delivery, modifications, interfacing capability, suitability of the software, or suitability in specific applications. Reseller has no authority to modify the warranty offered with inspace products. Reseller will indemnify inspace from liability for any modified warranty or other commitment by Reseller not specifically authorized by inspace.

2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of inspace. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by inspace immediately upon notice from inspace.

3. Term, Limitations, Termination
3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and inspace. This Agreement shall automatically renew on each subsequent year for a one-year term unless it is terminated earlier in accordance with this Agreement.

3.2. inspace or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

3.3. inspace may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice unless otherwise specified in the notice.

3.4. Upon expiration, non-renewal, or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.

4. Reseller Programs
4.1. inspace Reseller program will contain various participation levels. inspace will invite Reseller from time to time to participate in the cooperative advertising, market development, and promotional programs offered by inspace as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. inspace reserves the right to terminate or modify such programs at any time at its sole discretion.

4.2. Reseller shall exert best efforts to market inspace products, and is able to use promotional materials supplied by inspace.

4.3. As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the inspace products in general, and will have access to appropriate inspace sales and technical training.

4.4. inspace does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. inspace specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.

4.5. Reseller is expected and encouraged to advertise and promote the sales of inspace products through all appropriate media including trade show exhibits, catalogs, and direct mailings, space advertising, educational meetings, sales aids, etc. inspace must approve all original materials that use inspace name or trademarks (aside from modifying existing inspace supplied template materials). inspace will assist Reseller in advertising and promoting inspace products in accordance with inspace policy.

5. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL inspace BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

6. Use of inspace Trademarks
6.1. Reseller acknowledges the following:
6.1.a. inspace owns all rights, titles,s, and interests in the inspace names and logotypes.
6.1.b. inspace is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
6.1.c.Reseller will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with inspace.

6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the inspace products. Reseller may also use the inspace trademarks and trade names to promote and solicit sales or licensing of inspace products if done so in strict accordance with inspace guidelines. Reseller will not adopt or use such trademarks or tradenames, or any confusingly similar word or symbol, as part of its company name or allow such marks or names to be used by others.

6.3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the inspace and inspace names or trademarks or any other combination of words, designs, trademarks, or tradenames that would indicate that it is or was a reseller of the inspace products.

7. Product Warranty
7.1. The warranty terms and conditions will be as specified in the inspace Standard Terms and Conditions of Sale (EULA).

7.2. inspace WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Software
8.1 The software license terms will be specified in inspace Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.

9. Proprietary Information
9.1 inspace and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without the permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.

9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to inspace. Reseller shall not have any right to manufacture inspace products.

10. Export Controls
Regardless of any disclosure made by Reseller to inspace or Distributor of an ultimate destination of inspace products, Reseller shall not export, either directly or indirectly, any documentation, inspace products, or system incorporating such inspace products to any locations on the excluded export list. Following are the locations: None at present.

11. Compliance with Laws
Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller agrees to indemnify and hold inspace harmless for all liability or damages caused by Resellers failure to comply with the terms of this provision.

12. Government Contract Conditions
In the event that Reseller elects to sell inspace products or services to the Government (national, regional, or local), Reseller does so solely at its own option and risk and agrees not to obligate inspace as a subcontractor or otherwise to the Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. inspace makes no representations, certifications, or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.

13. Miscellaneous
Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of the e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.
This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. ACME STATE law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. inspace and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

This Referral Agreement, consisting of this Cover Page and the attached Terms & Conditions (collectively, this “Agreement”), is made and entered into by and between inspace and Company (each, as defined below). The Agreement shall become binding once the Parties execute this Agreement (the “Effective Date”). inspace and Company are sometimes referred to as a “Party”, and together as the “Parties.”
As used in this Agreement, the following terms shall have the meanings set forth below:
“inspace” means Inspace, Inc., a Delaware corporation
“Company” or “You” means the person or company (including Company Name and other information) detailed in the Company Information
inspace Headquarters and Notice Address: 77 Sleeper street, Boston, MA 02210
Company Legal Name Inspace, Inc.
For legal notices, provide copies to: Inspace, Inc.
hello@inspace.app
ceo@inspace.app

Referral Fee:
The “Referral Fee” will be a percentage of cash amounts paid to inspace (“Subscription Fees”) by each Qualified Referral under an order form (“Order Form”) entered into with inspace for access to the inspace app, as follows:
o With regard to amounts paid by the Qualified Referral for the first 12 months of the term (“Initial Subscription Term”) set forth on the Order Form:
▪ For amounts up to $9,999 of annual recurring revenue: 5% of first year Subscription Fee
▪ For amounts up to $199,999 of annual recurring revenue: 7,5% of first year Subscription Fee
▪ For amounts up to $999,999 of annual recurring revenue: 10% of first year Subscription Fee
▪ For amounts in excess of $1,000,000 of annual recurring revenue: 12% of first year Subscription Fee

TERMS AND CONDITIONS

inspace owns and operates inspace software as a service workplace automation platform (the “inspace app”). Company wishes to promote, market and advertise the inspace app to potential inspace customers (“Referrals”) through its website(s) and other marketing channels in accordance with the terms hereof.
Agreement
The Parties agree as follows:

1. LICENSE.
Subject to this Agreement and its terms, inspace hereby grants to Company a royalty-free, non-exclusive, non-transferable and revocable license (“License”) to use the inspace trademarks and logos listed in Exhibit A (“inspace Marks”), and any associated marketing materials provided by inspace for the sole purpose of promoting the inspace app (collectively, “Marketing Materials”).

2. REFERRAL PROGRAM COMMITMENTS.
a. Legal Agreements. In entering this Agreement Company further recognizes and accepts the terms and rules set in inspace’s Terms (“Terms”) and inspace’s Privacy Policy (“Privacy Policy”), as applicable to inspace’s provision of the inspace app to Referrals, and particularly regarding Company’s adherence to the Privacy Policy in all matters involving privacy of Referrals’ information.
b. Promotion, Referral Activities. Company agrees to engage in continued, active promotion of the inspace in various marketing channels using the inspace Marks and Marketing Materials, and do so in compliance with the terms of this Agreement.
c. Prohibited Activities. Company agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in inspace’s sole discretion. Company agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the inspace app, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
d. Permissible Use of inspace Marks.
i. Company expressly agrees to comply with all the terms herein (particularly Section 5(c)) in using the inspace Marks and in creating Marketing Materials.
ii. Company shall ensure that all inspace Marks appearing on its Marketing Materials are in the form approved by inspace in inspace’s trademark usage guidelines provided in writing to Company (the “Guidelines”), shall not modify any inspace Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by inspace, and shall further comply with reasonable instructions from inspace as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by inspace, the license granted herein shall expire and Company shall immediately cease all its activities under this Agreement.

3. QUALIFIED REFERRALS, COMMISSIONS.
a. “Qualified Referrals” mean Referrals (i) referred by Company to inspace and who complete the sign-up procedure; (ii) of whom inspace has no record in connection with the inspace app, or who are not, at the time referred to inspace by Company, in any contractual relations or ongoing negotiations with inspace in connection with the inspace app; (iii) who accept inspace’s Terms of Service (or otherwise enter into a contract with inspace for use of the inspace app) and purchase the inspace app within one hundred (100) days of being referred to inspace by Company, at a Referral’s own discretion and without receiving any monetary or other incentive from Company; (iv) who are not rejected by inspace; and (v) who make at least one payment to receive access to the inspace app. All Referrals will be deemed rejected by inspace if they do not become a Qualified Referral within one hundred (100) days of first being submitted to inspace by Company. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.
b. Referral Procedure. Each Referral shall be referred to inspace by Company through either an online form provided by inspace to Company, which Company shall fully complete and submit to inspace, or written communication (email sufficing) with a inspace employee. Upon receiving each Referral Form, inspace shall send an email to the Referral’s email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive access to the inspace app and becoming a Qualified Referral. inspace shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.
c. Commissions.
i. Referral Fees. Upon a Referral becoming a Qualified Referral, inspace shall pay Company Referral Fees in arrears in amounts calculated pursuant to the Cover Page. Such Referral Fees shall become payable and be paid to Company within thirty (30) days of the end of the calendar quarter in which Subscription Fees attributed to such Qualified Referrals are paid to inspace. The Referral Fee Percentage for a Qualified Referral shall be calculated at the time of payment based on pre-tax and post-discount Qualified Referral Subscription Fees.
ii. Taxes. Company shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees and Company’s income and in regard to Company’s personnel, and Company shall indemnify, defend and hold inspace harmless from and against any claims arising out of or relating to any such taxes, duties, and charges.

4. TERM AND TERMINATION.
a. Initial Term. This Agreement shall become effective as of the Effective Date
and shall continue for twelve (12) months thereafter (“Initial Term”).
b. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days’ prior to the end of the Initial Term or any Renewal Term.
c. Early Termination.
i. Without Cause. inspace shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to Company.
ii. For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.
d. Effect of Termination. From and following the date of termination of this Agreement Company’s rights under this Agreement shall terminate, and Company shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement. Section 5 will survive termination of this Agreement.

5. GENERAL.
a. Modification of Agreement. inspace may modify this Agreement from time-to- time at its reasonable discretion by notifying Company via email. If Company objects to any such change, Company may terminate this Agreement for cause. Company’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
b. Assignment. inspace may assign this Agreement at any time. Company may not assign or transfer this Agreement without inspace’s prior written consent, such consent not to be unreasonably withheld.
c. Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in inspace Marks, the inspace app and related content and technology around the world (“inspace IP Rights”) are and will remain the exclusive property of inspace and its subsidiary companies. The License granted by inspace to Company under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Company’s right to use the inspace Marks is at the discretion of inspace and is subject to Company’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Company agrees to (a) not use any inspace IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any inspace IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any inspace IP Rights; (d) promptly notify inspace of any unauthorized use of any inspace IP Rights of which Company has actual knowledge; and (e) always use the inspace Marks and any other inspace Marks in compliance with the Guidelines. inspace may perform periodic reviews of any Marketing Materials presented by Company, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Company.
d. No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
e. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Terms, Privacy Policy and Guidelines. During the Term and after its termination for any reason whatsoever, Company expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of inspace and will not make, publish or allow to be made or published any disparaging remarks concerning inspace, its representatives, or the inspace app.
f. Disclaimer of Warranty. Other than inspace’s express warranty under the previous subsection (d), inspace makes no other warranty, express or implied, of any kind and inspace expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
g. Limitation of Liability. Neither inspace nor any officer, employee, director or any other representative of inspace shall be liable towards Company or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (i) loss of revenues, profits, contracts, business or anticipated savings or (ii) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages. Notwithstanding any other circumstances or understandings surroundings any relations among the Parties, inspace’s entire liability to Company under this Agreement for any and all claims for damages of any kind made by Company under this Agreement shall not exceed the total amount of Referral Fees paid to Company hereunder during the first six (6) months of the Initial Term, and by entering this Agreement Company recognizes the limitations herein on inspace’s liability.
h. Independent Contractors. The Parties herein act on their own behalf as independent contractor. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Company is expressly precluded from acting on inspace’s behalf and holding itself out as having the authority to act on inspace’s behalf. Without limiting the foregoing, Company shall not make any representations, warranties, or covenants with regard to the inspace app or that purport to bind inspace, and any such representations, warranties, and covenants will be void. Company’s display of inspace Marks under this Agreement, other content presented by Company, or contact among Company and third parties shall not misrepresent the relations described herein.
i. Indemnification. Company will indemnify, defend and hold inspace and its subsidiaries, affiliates, officers and employees (the “inspace Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the inspace Indemnified Parties arising from any of the following: (i) a breach of the Agreement by Company; (ii) the negligence, gross negligence or willful misconduct of Company or its employees, agents or contractors; or (iii) a failure by Company or its employees, agents, contractors or invitees to comply with applicable laws and regulations.
j. Non-Solicitation. Neither Party shall for the duration of this Agreement and for one year after termination thereof hire, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.
k. Entire Agreement; Severability. This Agreement and any non-disclosure or confidentiality agreement between the Parties represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any non-disclosure or confidentiality agreement between the Parties will be interpreted to permit the use of confidential information during the Term hereof in order to carry out a receiving Party’s obligations hereunder.
l. Anti-Bribery and Export Compliance. Company agrees not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, Company will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export) the Service to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Service to Customers and End Users is Company’s responsibility.
m. Non-Disparagement. During the Term and for five (5) years thereafter, Company agrees that it will not disparage inspace or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect inspace’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about inspace or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the inspace refusing to enter into this Agreement.
n. Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.
o. Counterparts; Notices. This Agreement may be signed in counterparts and such counterparts shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
p. Governing Law; Jurisdiction. All questions concerning the validity, operation, interpretation, and construction of the Agreement will be governed by and determined in accordance with the substantive laws of the Commonwealth of Massachusetts without regard to its conflicts of law provisions. Other than as necessary to enforce any final judgment, award or determination, any action brought pursuant to or in connection with this Agreement shall be brought only in the state or federal courts within the Commonwealth of Massachusetts without regard to its conflict of laws provisions. In any such action, both parties submit to the personal jurisdiction of the courts of the Commonwealth of Massachusetts and waive any objections to venue of such courts.
q. Electronic Signatures/Acceptance. This Agreement may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and your acceptance will be deemed binding between the Parties. Customer agrees that it will not contest the validity or enforceability of this Agreement because it was accepted in electronic form.