Partner Program Agreement.

Last Updated: July, 2024

These Talkdesk Partner Program Terms (“Partner Terms”) and the Additional Terms referenced herein (collectively, the “Agreement”) govern your access to the Talkdesk Partner Community and participation in the Talkdesk Partner Program (“Program”). BY PARTICIPATING IN THE PARTNER PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU (I) DO NOT AGREE WITH ANY PART OF THESE PARTNER TERMS OR (II) ARE NOT AUTHORIZED TO ENTER INTO THESE PARTNER TERMS ON BEHALF OF YOUR EMPLOYER OR ORGANIZATION, YOU MAY NOT PARTICIPATE IN THE PARTNER PROGRAM.

The parties therefore agree as follows:

1. Definitions.

1.1. “Additional Terms” means the terms further describing the Program, including any category or sub-category of the Program, that has a particular scope and set of terms (for example, a reseller or referral addendum).

1.2. “Affiliate” means any entity that 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. Affiliates of Partner are included in the definition of “Partner.”

1.3. “Confidential Information” means all information disclosed by a party (a “Disclosing Party”) to the other party (the “Receiving Party”) under the Agreement, whether in oral, written, or other tangible or intangible form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Talkdesk includes but it is not limited to the Services, non-public information you may have access to in the Partner Portal, and the terms and conditions of your agreements with Talkdesk. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

1.4. “Customer(s)” means individuals or entities you referred to Talkdesk or to which you re-sold Services. You shall be treated as Customer for purposes of the Agreement to the extent the Services are purchased by you for your internal use.

1.5. “Damages” means any damages awarded by a court of competent jurisdiction against either party (or agreed to in a settlement) resulting from an indemnification claim, including any awarded costs and awarded attorneys’ fees.

1.6. “Documentation” means any usage guides and policies that are provided or made available by Talkdesk, as updated from time to time, accessible online or via login to the applicable Talkdesk Services.

1.7. “Services” means the Talkdesk Services and any other products and services made available by Talkdesk. “Services” exclude non-Talkdesk applications.

1.8. “Talkdesk Marks” means the trademarks, trade names, service marks, and logos owned or otherwise used by Talkdesk. Nothing contained herein shall grant you any ownership right in the Talkdesk Marks or any other Talkdesk intellectual property.

1.9.”Talkdesk Partner Portal” or “Partner Portal” means the web portal used by Talkdesk for the purpose of communicating and exchanging information, details, guides, and standards between Talkdesk and partners. Partner Portal also includes access to, without limitation, the support dashboard and any training platforms made available to applicable partners.

1.10. “Talkdesk Services” means the software as a service and communication services (e.g., products, services, and minutes) provided by Talkdesk as may be modified by Talkdesk to maintain or improve the quality or marketability of the Talkdesk Services or to bring Talkdesk’s provision of the Talkdesk Services into compliance with applicable law.

2. Program Overview.

2.1. Joining the Program. To join the Program, you must agree to these Partner Terms, as well as any Additional Terms that may be required (and be accepted by Talkdesk into the Program). Acceptance into the Program does not provide distribution rights for the Talkdesk Services, nor does it contemplate any kind of partner relationship between you and Talkdesk, which are governed by separate Additional Terms. Any Additional Terms that are executed by the parties are incorporated by reference into these Partner Terms.

2.2. Your Conduct. You will at all times: (a) conduct your activities in the Program in a professional and competent manner and, when applicable, in accordance with guidelines contained in the Talkdesk Partner Portal and the Talkdesk Acceptable Use Policy; and (b) not engage in any harmful, false, or deceptive acts or practices.

2.3. Marketing Activities. Following the execution of these Partner Terms, the parties may issue a joint press release highlighting the relationship contemplated by these Partner Terms. Notwithstanding the foregoing, neither party will publish a press announcement related to these Partner Terms without prior written consent of the other party.

2.4. Restrictions on use of the Services. You acknowledge and agree that your use of any Services provided to you in connection with your activities hereunder is governed by the terms set forth at https://www.talkdesk.com/terms-of-service/, unless you have a written Master Subscription Agreement signed with Talkdesk, in which case such agreement will govern.

3. Intellectual Property Ownership.

3.1. Technology. Except as otherwise provided in these Partner Terms, nothing transfers or assigns to either Party any of the other Party’s intellectual property or other proprietary rights in the other Party’s technology, products, or services, including without limitation the Talkdesk Services.

3.2. Trademarks. Each party (the “Licensor”) hereby grants the other party (the “Licensee”) a nonexclusive, limited license to use its names, logos, and trademarks as specified in writing (collectively the “Marks”) in any advertising, promotional, marketing or other materials, to: (i) promote the relationship of the parties; (ii) in your case, identify Talkdesk as a provider of Talkdesk Products and to market and promote the Talkdesk Products; and (iii) in the case of Talkdesk, identify you as a participant in the Program and to market and promote any Partner products or services. Your specific use of Talkdesk Marks is governed by the then-current version of the Talkdesk Brand Guidelines document or such other written guidelines provided by Talkdesk to you for use in connection with the Program. The Talkdesk Brand Guidelines are available in the Partner Portal and may be updated from time to time. Talkdesk’s specific use of your Marks is governed by the written guidelines provided by you to Talkdesk. The party that provides the Marks (“Licensor”) reserves all right, title and interest (including, without limitation, any intellectual property rights) that it may have in any of its Marks, including any associated goodwill related thereto or arising from the use of the Licensor’s Marks by the other party (“Licensee”). Except as expressly provided herein, no license or right in any trademark or associated goodwill of either party is granted or otherwise transferred by virtue of these Partner Terms. Licensor may terminate the license to its Marks upon written notice to the Licensee in which case Licensee shall cease using the Marks in new material and on its website and dispose of printed materials bearing the Marks within a reasonable timeframe, but no such withdrawal will require the recall of any previously published or distributed materials.

4. Program Benefits.

4.1. Talkdesk Material. Talkdesk may, in its sole discretion, make available to you as part of the Program, development and/or support tools, such as software development kits, access to support dashboard(s), and other materials (collectively, “SDKs”) to assist you with the development and deployment of your products that interoperate with the Talkdesk Services. Such materials may be provided to: (i) select partners (potentially including or excluding you); (ii) all partners with a certain status; (iii) all partners regardless of status; and/or (iv) generally to all partners and Talkdesk end customers. Talkdesk, in its sole discretion, may make such Talkdesk SDKs and other material available under separate signed license agreements, click-to-accept agreements, or such other mutually agreed upon written arrangements.

4.2. Partner Tier Changes. During the term of these Partner Terms, you must comply with any and all applicable requirements for your assigned tier to maintain the benefits associated with that tier. You acknowledge that Talkdesk reserves the right to upgrade or downgrade your tier assignment if you fail to comply with any such requirements.

4.3. Market Development Funds. Talkdesk may allow qualifying partners to use market development funds in the manner specified in writing and as determined by Talkdesk in its sole discretion.

5. Non-Exclusivity; Freedom of Action.

5.1. Non-Exclusive. The Parties obligations under any part of these Partner Terms or any Additional Terms are mutually non-exclusive. Talkdesk is not precluded from marketing, licensing, positioning, providing, and/or distributing Talkdesk Services through other partners.

5.2. Independence. You act on your own name, at your own risk, and for your own account for the performance of any activities arising under any part of these Partner Terms or any Additional Terms. The Parties are therefore independent contractors and do not act as agent or representatives of each other. These Partner Terms do not create a legal partnership (notwithstanding any use of the term “partner” by the parties), joint venture, agency relationship, or franchise under any applicable laws. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other.

5.3. Mutual Obligations. Neither party shall by way of statement, act, or omission, discredit or reflect adversely upon the reputation of or the quality of the other party or the products or services provided by the other party.

6. Confidentiality.

6.1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement; (ii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the same degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (iii) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 6. The obligations in this Section 6 shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. For the avoidance of doubt, the non-disclosure obligations set forth in this Section 6 apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Talkdesk services and expressly supersedes and replaces in its entirety any confidentiality and/or nondisclosure previously entered into between you and Talkdesk.

6.2. Permitted Disclosure. Neither party will disclose the terms of the Agreement or any order form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this Section 6. Notwithstanding the foregoing, Talkdesk may disclose the terms of the Agreement and any applicable order form to its subcontractors or licensors to the extent necessary to perform Talkdesk’s obligations under the Agreement, under terms of confidentiality materially as protective as set forth herein.

6.3. Compelled Disclosure. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section 6; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives its rights under this Section 6.3 or, after providing the Notice and assistance required under this Section 6.3, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

7. Compliance.

7.1 General Compliance. You shall comply with: a) all applicable laws and regulations regarding the general conduct of business including all relevant anti-corruption and anti- bribery laws, including, without limitation, the United States Foreign Corrupt Practices Act and the U.K. Bribery Act; b) all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries; and c) all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the U.K. Modern Slavery Act 2015. Partner represents that no illegal or improper bribe, kickback, payment, gift, or thing of value has been or will be offered, authorized, promised, provided or paid, directly or indirectly, to any government official, state-owned enterprise official, public international organization official, political party official (or candidate for such office) or political party for the purpose of influencing official acts and decisions (including failures to act or decide) in order to assist Talkdesk in obtaining or retaining an improper business advantage. You will promptly notify Talkdesk if you receive a request to take any action which may violate your obligations under this Section or any applicable anti-corruption law.

7.2. Export Control Laws. Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. You represent and warrant that you, or any party that owns or controls you, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software, or technology of Talkdesk or its affiliates to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including to any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority unless such activity is authorized by law pursuant to a license or other government authorization.

8. Changes to Terms. Talkdesk reserves the right to modify these Partner Terms or any terms or policies of the Program by posting a revised version on the Partner Portal or posting a new version of the Partner Terms at this website url. Partner’s continued participation in the Program after such update constitutes agreement with any such changes.

9. Suspension of Access to Partner Portal. Talkdesk reserves the right, at any time and for any reason, to suspend Partner’s access to the Partner Portal.

10.  Term; Termination.

10.1. Term. These Partner Terms will commence on the Effective Date and will remain in effect until terminated under this Section 10.

10.2. Termination Rights.

     10.2.1. Either party may terminate these Partner Terms with ninety (90) days advance written notice to the other party.

     10.2.2. Talkdesk may also terminate these Partner Terms or any Additional Terms immediately upon notice to you if: (a) you are in material breach and fail to cure within a reasonable time period specified by Talkdesk, (b) in Talkdesk’s absolute discretion, your participation in the Program could subject Talkdesk or its Affiliates to harm, or (c) in order to comply with the law or requests of governmental entities.

     10.2.3. In addition, either party may terminate these Partner Terms upon written notice to the other party if: (1) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (2) the party breaches its confidentiality or privacy related obligations under these Partner Terms, or (3) infringes or misappropriates the terminating party’s intellectual property rights.

10.3. Effect of Termination. Upon termination of these Partner Terms: (a) you remain responsible for any Program fees incurred through the date of termination (if applicable), (b) you will immediately cease to identify yourself or hold yourself out as a Program participant or Program “partner,” and (d) Sections 6 and 10-15 as well as any Additional Terms will continue to apply in accordance with their terms.

11. Warranties and Disclaimers. 

11.1. Each party warrants to the other party that: (i) such party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (ii) such party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform  its obligations under the Agreement; (iii) the execution, delivery, and performance of the Agreement constitutes the legal, valid, and binding agreement of such party; (iv) as of the Effective Date, there is no outstanding litigation, arbitrated matter or other dispute to which such party is a party, which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on such party’s ability to fulfill its obligations under the Agreement; and (v) no consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to such party’s entering into the Agreement.

11.2. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 11, THE PROGRAM AND THE PROGRAM CONTENT, THIRD-PARTY DATA, AND ANY MATERIALS THAT WE MIGHT OFFER THROUGH THE PROGRAM (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS-IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PROGRAM OR MATERIALS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (III) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

12. Mutual Indemnification.

12.1. Indemnification by Talkdesk. Talkdesk will pay all Damages and defend you from and against all claims brought against you by a third party arising out of or relating to any misappropriation or infringement by the Talkdesk Services or the Partner Portal of any third party’s proprietary or intellectual property right (“Partner Claim”), provided you: (a) promptly notify Talkdesk of all allegations of any such Partner Claim, (b) grant Talkdesk exclusive control over the defense and settlement of any such Partner Claim (provided that you may participate with counsel of your own choosing, at your own expense), and (c) give Talkdesk any information it reasonably requests in connection with the defense of the allegation. Talkdesk shall not be liable for any settlement amounts entered into by you without Talkdesk’s prior written approval. If Talkdesk has reason to believe that it would be subject to an injunction or continuing damages based on the Talkdesk Services, then Talkdesk shall be entitled to: (i) modify the Talkdesk Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Customer’s continued use of such Talkdesk Services in accordance with the appropriate Customer agreement, or (iii) terminate Customer’s subscriptions for such Talkdesk Services upon 30 days’ written notice and refund Customer any prepaid and unused fees covering the remainder of the Services Term of the terminated subscriptions. The above defense and indemnification obligations do not apply if: (1) the allegation does not state with specificity that the Talkdesk Services are the basis of the Partner Claim; (2) a Partner Claim arises from the use or combination of the Talkdesk Services or any part thereof with software, hardware, data, or processes not provided by Talkdesk, if the Talkdesk Services or use thereof would not infringe without such combination; (3) a Partner Claim arises from Talkdesk Services for which there is no charge; or (4) a Partner Claim arises from a Third-Party Product, your breach of these Partner Terms or any Additional Terms, or Customer’s breach of the Customer agreement. THE FOREGOING IS TALKDESK’S SOLE AND EXCLUSIVE LIABILITY, AND PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY PARTNER CLAIM.

12.2. Indemnification by You. You will pay all Damages and defend Talkdesk from and against all claims brought against Talkdesk by a third party arising out of or relating to (a) an allegation that your products or services, your use of the Partner Portal, or any data that you enter into the Services or the Partner Portal, infringe the intellectual property rights of, or have otherwise harmed, such third party; (b) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of you or those for whom you are responsible for at law; (c) the performance, provision, use, and/or failure of any product or service provided by you; (d) any representations or warranties made by you in respect to the Talkdesk Services or any portions thereof beyond those authorized in these Partner Terms or any Additional Terms; ; or (e) any violation of any law or regulation by you or any of your Affiliates or any of your or their officers, directors, employees, contractors, or agents (collectively, “Talkdesk Claims”) subject to the conditions that Talkdesk shall notify you promptly of any Talkdesk Claims, permit you to control the defense and settlement of such Talkdesk Claims (provided that Talkdesk may participate with counsel of its own choosing, at its own expense), and assist you in defending or settling such Talkdesk Claims. You shall not be liable for any settlement amounts entered into by Talkdesk without your prior written approval.

12.3. Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.

13. Limitation of Liability. 

13.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR: (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, BUSINESS INTERRUPTION, PUNITIVE OR EXEMPLARY DAMAGES; (ii) ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THESE PARTNER TERMS), SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, OR REVENUES; OR (iii) ANY WASTED EXPENDITURE OR RELIANCE LOSS OR DAMAGES, WHETHER OR NOT CHARACTERIZED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, ARISING OUT OF THESE PARTNER TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE BY ONE OR BOTH PARTIES AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. EXCEPT WITH RESPECT TO ITS OBLIGATIONS UNDER SECTION 12.1, IN NO EVENT SHALL TALKDESK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PARTNER TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF U.S. $2,500.00 OR THE AMOUNT OF FEES PAID BY PARTNER TO TALKDESK UNDER THE AGREEMENT IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (UNLESS OTHERWISE MUTUALLY AGREED IN ANY ADDITIONAL TERMS).

14. Audit. You will maintain complete, clear, and accurate records of your transactions and performance under these Partner Terms and any Additional Terms. Upon ten (10) days’ advance written notice, You will permit Talkdesk or its representative(s) to audit your records to ensure your compliance with these Partner Terms and any Additional Terms. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on your ordinary business activities. You will maintain all records required under these Partner Terms and any Additional Terms for at least three (3) years following termination of these Partner Terms.

15. Miscellaneous.

15.1. Assignment. You may not assign your rights or obligations under these Partner Terms or under any Additional Terms to a third party without the prior written consent of Talkdesk, which shall not be unreasonably withheld; provided, however, that you shall have the right to assign, without any consent of Talkdesk, your rights and obligations under these Partner Terms or under any Additional Terms to any other entity pursuant to a merger, consolidation, reorganization, or sale of substantially all of your assets or equity. Talkdesk may freely transfer, assign or delegate these Partner Terms or its rights and duties under these Partner Terms and any Additional Terms. Any purported assignment contrary to this Section 15.1 shall be null and void.

15.2. Entire Agreement. These Partner Terms, including any applicable Additional Terms and all other documents incorporated by reference herein, are the entire agreement between you and Talkdesk regarding the subject matter hereof. These Partner Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Talkdesk, whether written or verbal, regarding the subject matter hereof. Talkdesk will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of these Partner Terms or any Additional Terms (whether or not it would materially alter these Partner Terms or the Additional Terms). If there is a conflict between these Partner Terms and any Additional Terms, the Additional Terms will control, except that these Partner Terms will control with respect to any Additional Terms from a third party.

15.3. Pre-Printed Terms. The terms, provisions, or conditions of any purchase order or other business form or written authorization used by either party will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, these Partner Terms or any Additional Terms, regardless of any failure of the receiving party to object to those terms, provisions or conditions.

15.4. Governing Law; Venue. The Agreement is governed by the governing law, and any dispute related to this Agreement is subject to the exclusive jurisdiction of the courts as set forth below, based on the Company’s domicile as of the Effective Date: