Partner agreement

Agreement and acceptance

Please read these terms carefully before applying to or participating in the Axiom Partner Program offered by Axiom, Inc. ("Axiom" or "Company") through the Axiom Partner Portal (the "Axiom Partner Program" or "App").

By applying to, joining, or otherwise participating in the App, you ("Partner" or "you") agree to be bound by these terms and the Partner Program Guide (together, the "Agreement"), to the exclusion of all other terms. You represent and warrant that you have authority to enter into this Agreement. If you enter into this Agreement on behalf of an organization or entity, references to "Partner" and "you" refer to that organization or entity. If you do not agree, you may not participate in the App. If this Agreement is considered an offer, acceptance is expressly limited to its terms.

This click-through Agreement governs participation as a Public Partner. Preferred, Strategic, and Feature-Attached partnerships require separate written terms agreed with Axiom.

If this Agreement conflicts with the Program Requirements, this Agreement controls, except that the Program Requirements control the operational terms expressly delegated to them, including the Products and Services, attribution mechanics, eligible revenue, reward rate, Reward Period, and payout mechanics.

1. Definitions

• “Customer” means a Qualified Lead that becomes a paying Axiom customer.
• “Effective Date” means the date Partner agrees to this Agreement.
• “Fees” means those sums that Axiom receives from its Customer and books within the applicable Reward Period, calculated in accordance with the eligible revenue provisions of the Program Requirements.
• “Products and Services” means the products and services listed in the Program Requirements.
• “Program Requirements” means the Axiom Partner Program Guide and related terms and conditions available at the following URL: https://axiom.co/docs/legal/partner-program-guide.
• “Prospect” means a party that is not a current Axiom customer, on Axiom’s sales forecast, or previously referred to Axiom by any other party.
• “Public Partner” means a Partner accepted into the public partner model described in the Program Requirements.
• “Qualified Lead” means a Prospect whose Axiom organization is attributed to Partner in accordance with the Program Requirements.
• “Referral Fee” means the fees payable to Partner pursuant to Sections 3 and 4.
• “Reward Period” means the period specified in the Program Requirements during which Fees received from a Customer are eligible for Referral Fees.

2. Appointment and Duties

2.1 Appointment

Axiom appoints Partner as marketer and promoter of the Products and Services. Such appointment shall be non-exclusive unless otherwise expressly agreed to by the Parties in writing.

2.2 Duties

Axiom may provide Partner with access to sales tools, training, and marketing collateral. Partner may use those resources to promote Axiom Products and Services and refer Prospects to Axiom in accordance with this Agreement and the Program Requirements. Partner is not required to make a minimum number of referrals or undertake any minimum level of promotional activity. Joint marketing efforts shall be as mutually agreed by the parties, provided that all press releases, announcements, and other publicity hereunder must be mutually agreed in writing in advance. Each party shall comply with good business practices and shall conduct itself in a way that reflects favorably on the other party and its products and services. Each party is responsible for its own expenses incurred in connection with its performance of this Agreement, unless herein expressly provided otherwise.

2.3 No Authority

Partner shall not without Axiom’s prior written approval, make any representation or warranty regarding Axiom products or services, including without limitation representations regarding prices, terms of delivery, performance, terms of payment or conditions of sale, other than as explicitly set forth in this Agreement or described in applicable published documents provided by Axiom to Partner from time to time in connection with this Agreement. Partner is not authorized to make offers, accept orders, negotiate, or sign contracts, or assume or create any other obligation or responsibility binding on Axiom, or transact any business in Axiom’s name other than the marketing of Axiom products and services as expressly permitted hereunder. Axiom shall have sole responsibility and discretion for determining whether or not to enter into a contract with any other party. Only Axiom may develop, supply, maintain, execute contracts for, invoice for, and support the Products and Services. Axiom has the right, in its sole discretion, to modify or to discontinue the distribution or availability of any of the Products or Services at any time without notice. Partner agrees to indemnify, defend, and hold harmless Axiom for any loss or third party claim against Axiom resulting from Partner’s breach of this Section 2.3.

2.4 Trademark License

During the term of this Agreement, Axiom grants to Partner a non-exclusive, non-transferable license to use trademarks, trade names, services marks, services names, logos and designations in or associated with Axiom products and services (collectively, “Marks”) solely in connection with marketing and promotion in accordance with this Agreement. Any use of a Mark by Partner must correctly attribute ownership of such Mark to Axiom or its suppliers, and must comply with applicable law and Axiom’s then-current Mark usage guidelines. At Axiom’s request, Partner will provide any materials using a Mark to Axiom for approval, which shall not be unreasonably withheld. If Axiom provides Partner with a Product for demonstration purposes, Partner will not remove or obscure any Mark on or in such Product, and will not attach any additional mark, logo or trade designation to such Product. Partner acknowledges and agrees that Axiom owns the Marks and that any and all goodwill or other proprietary right created by or resulting from Partner’s use of a Mark shall inure solely to Axiom’s benefit. Partner shall not be deemed, by virtue of displaying a Mark, to have acquired any right or interest to such Mark greater than those limited rights granted by this Section.

2.5 No Other License

Except for the limited Trademark License granted by Section 2.4 above, Axiom does not grant Partner any right or license to any intellectual property. Sole ownership of all intellectual property rights in or related to the Axiom products and services, and to any associated documentation, shall remain with Axiom or its suppliers.

3. Referral Qualification Process

3.1 Prospects

Partner may refer Prospects using the unique referral link provided through the App. A Prospect becomes a Qualified Lead when the Prospect creates an Axiom organization that is attributed to Partner in accordance with the Program Requirements. Axiom may reject or remove an attribution if the Prospect does not satisfy the eligibility and attribution requirements in the Program Requirements.

3.2 Qualified Leads and Referral Activities

Partner may, by mutual agreement with Axiom, provide business context, organize meetings, or otherwise assist Axiom’s sales efforts for a Qualified Lead. Partner is not required to participate in pre-sales activities unless separately agreed in writing.

3.3 Customers

If a Qualified Lead begins paying for the corresponding Products and Services, that Qualified Lead becomes a Customer. A Qualified Lead’s attribution does not expire solely because it does not become a Customer within a particular period, subject to the eligibility and attribution requirements in the Program Requirements. Partner is not entitled to a Referral Fee unless a Qualified Lead becomes a Customer, and Referral Fees accrue only on Fees received during the applicable Reward Period.

4. Referral Fees

If Axiom receives and books Fees from a Customer within the applicable Reward Period, then, subject to all other provisions of this Agreement, Axiom shall pay to Partner a Referral Fee in accordance with the Program Requirements. The Referral Fee shall be due and payable in accordance with the payout terms set out in the Program Requirements, including any holding period, payout cycle, and minimum payout threshold specified therein. If Partner receives a Referral Fee from Axiom under this Agreement, Partner may not receive a referral, finder’s, or similar fee from Axiom with respect to the same transaction under any other agreement or arrangement. Partner agrees to reimburse Axiom for any overpaid amounts.

5. Confidential Information

In the course of performing its obligations hereunder, one party may disclose or deliver to the other party certain trade secrets or confidential or proprietary information. Any information that the receiving party knows or has reason to know is confidential or proprietary, either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, or because such information has commercial value but is not generally known in the relevant trade or industry, shall be deemed the disclosing party’s Confidential Information. Neither party shall disclose the other party’s Confidential Information to third parties other than its personnel, agents, and representatives who need to know and are legally bound to protect the confidentiality of such information, except to the extent required by law. Each party agrees that it shall not disclose the other party’s Confidential Information except on a need-to-know basis to such personnel who have agreed in writing to protect the confidentiality of such information. Neither party shall use, modify, copy, or reproduce the other party’s Confidential Information except as necessary to fulfill its obligations hereunder. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by either party to the other party, and all copies thereof in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned on request. The restrictions contained in this Section 5 shall not apply to information already lawfully known to or independently developed by the receiving party, disclosed in published materials, generally known to the public, or lawfully obtained from a third party. For clarity, this Agreement, the Program Requirements, and information made publicly available by the disclosing party are not Confidential Information. A receiving party’s obligations hereunder shall survive until such time as the disclosing party’s Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party.

6. Term And Termination

This Agreement will take effect on the Effective Date and will continue until terminated. Either party may terminate this Agreement for convenience on thirty (30) days’ written notice. Axiom may suspend Partner’s participation or payments while it reasonably investigates suspected fraud, prohibited promotion, or other misconduct. Axiom may terminate this Agreement immediately if required by law or if Axiom reasonably determines that Partner has engaged in fraud, self-referral, spam, unlawful conduct, or another prohibited promotion practice described in the Program Requirements. For any other material breach, the non-breaching party may terminate this Agreement if the breach is not cured within ten (10) days after written notice.

Upon termination, Partner remains entitled only to Referral Fees earned before the effective date of termination. No new Referral Fees accrue after the effective date of termination unless Axiom agrees otherwise in writing. Axiom may withhold, cancel, or offset amounts otherwise payable to Partner against refunds, chargebacks, overpayments, losses, damages, costs, and third-party claims that Axiom reasonably determines resulted from Partner’s breach, fraud, or prohibited conduct, to the extent permitted by law. Partner agrees to reimburse Axiom for any overpaid amounts. Sections 5 through 9, together with payment obligations accrued before termination, shall survive expiration or termination of this Agreement.

7. Warranty Disclaimer

COMPANY MAKES NO WARRANTY HEREUNDER, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO COMPANY PRODUCTS AND SERVICES.

8. Limitation on Liability

EXCEPT FOR BREACH OF SECTION 5, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT LOSS OR DAMAGE, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. COMPANY’S ENTIRE LIABILITY FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED, IN THE AGGREGATE FOR ALL SUCH CLAIMS, TO DIRECT, PROVEN DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNTS DUE TO PARTNER HEREUNDER.

9. General

9.1 No Agency

The parties hereto are independent contractors. Nothing herein shall be construed to give one party the power to direct or control the day-to-day activities of the other, or to allow either party to create or assume any obligation on behalf of the other party.

9.2 Notices

Any notice hereunder shall be, with respect to the Partner, directed to the email address provided by Partner in connection with Partner’s Axiom Partner Program account creation; and with respect to Axiom, directed to the following email address partners@axiom.co.

9.3 Assignment

Neither party may assign or transfer this Agreement, in whole or in part, either voluntarily or by operation of law, without the prior written consent of the other party. Any attempt to do so shall be a material default of this Agreement and shall be void.

9.4 Governing Law

This Agreement shall be interpreted according to the laws of California without regard to its choice-of-law principles. The parties hereto consent to the personal and exclusive jurisdiction of the state and federal courts in California, and agree that venue shall lie exclusively in Santa Clara County, California.

9.5 Force Majeure

If an event beyond a party’s reasonable control prevents it from performing any of its obligations hereunder, other than a payment obligation, the time for that party’s performance will be extended for the period of the delay or inability to perform due to such event; provided that if such period lasts longer than thirty days, the other party may terminate this Agreement.

9.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements, representations, and statements with respect to such subject matter. Axiom may modify or update this Agreement or the Program Requirements in its discretion by publishing the updated terms and notifying Partner at the email address associated with Partner’s account. Unless otherwise stated, updates take effect on the earlier of (i) thirty (30) days after publication and notice or (ii) Partner's continued participation after notice. Changes required by law and changes that benefit Partner may take effect immediately. Updated terms apply to Fees and Referral Fees earned on or after their effective date, including those relating to existing Qualified Leads and Customers, but do not affect Referral Fees earned before that date. Partner’s continued participation after an update takes effect constitutes acceptance of the updated terms.

No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right, and no waiver of any breach shall act as a waiver of a subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of this Agreement will remain in full force and effect.