Partner Program Terms

Published December 18th, 2023

1. Introduction

This Loopify Partner Agreement regulates requirements and benefits for Loopify Certified Agency Partners (“You” and “Partner”) and describes the business relationship between Loopify AS (“we”, “us”, “our”, and “Loopify”) and our Partners. By applying for and participating in the Loopify Partner program, you agree to this Agreement

2. Eligibility

In order to enter into this Agreement, you must comply with the Loopify Terms of Use (www.loopify.com/legal/terms) and warrant that you have all sufficient rights to enter into this Partner Agreement on behalf of your company and permission to allow us to use prospect data as described in this Agreement. You also warrant that you have sufficient rights to use and grant us our right to use your trademarks and logo in connection with the Partner Program.

3. Access to Promote and Sell Loopify Products

Subject to the approval of your Loopify Partner application and to the limitations described in this Agreement, we grant you a non-transferable, non-exclusive right to promote and provide access to the Loopify Products to your prospects, provided that the Prospects agree to the Loopify Terms of Use. Prospects that enter into an agreement with Loopify are described as Customers. Sharing your fee or commission with a client you recommend is not allowed.

4. Revenue Share

You will receive a revenue share based on the Net Revenue paid to us for our main license fees. Net Revenue shall be calculated net of any discounts, taxes payable, and refunds not due to a contract breach by Loopify. You will not receive a revenue share for other products or services we offer, like implementation, customization, training, or consultancy.

We are not obligated to pay Revenue Share or any other compensation from us if:

• such compensation is disallowed or limited by law or regulation in Norway or the laws or regulations of your jurisdiction

• the Customer objects to or prohibits such compensation

• the Customer is an existing Loopify Customer or have been the last six months

• the Customer is involved in our active sales process

• the Customer is an affiliate of your company

We are not obligated to pay more than one revenue share for any given Customer. We may apportion a Revenue Share if more than one of our Partners has contributed to the close of a sale or provided the Revenue Share to the Partner that actually secures the business with the Customer. We may, at our own discretion, choose not to accept a Customer.

5. Invoicing and Payouts

Loopify offers both wholesale and direct invoicing, and you are free to select invoicing model per registered Customer.

If wholesale invoicing is selected, licenses and other costs associated with the end customer will be invoiced from Loopify to you. You agree to be responsible for the order placed and to guarantee payment of all fees on behalf of the Customer regardless of if the Customer pays you.

If direct invoicing is selected, Loopify will invoice the Customer directly. Your Revenue Share will be paid out the latest 14 days after the end of each fiscal quarter provided a minimum level of $50 using the payout service Wize. This requires that you register your IBAN. Loopify covers costs issued from Wize. We will not cover any further cost from your bank or other institutions that your bank uses related to the transfer of the Revenue Share. You may, at any time before the payout is made, transfer the Revenue Share balance to your “pre-paid credit” balance in Loopify. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

6. Revenue Share Percentage

The Revenue Share percentage will be described in the Partner portal. Adjustments to the Terms will be published on the Partner portal and communicated actively with existing Partners. Changes in the Terms will apply for new Customers registered after the new Terms take effect.

7. Partner Requirements

You will keep an active paid Loopify license for your own company to maintain your status as a Loopify Partner and will comply with the training and onboarding policies as described in the Partner Program overview ( www.loopify.com/partner ).

We also require that at least one of your employees completes our free online Agency Partner course within the first three months to be able to keep running your partner program. The course can be completed in a few hours, and only the employees that are Loopify users can take the course.

To qualify for Revenue Share, you must register the Customer (for wholesale pricing) or send an invitation to the Customer to create their account (for direct invoicing) using the Loopify Partner portal.

Invites should only be sent where you already are in agreement with the Customer that the Loopify account should be created. Invites are not meant for and should not be used to generate referrals. You can have a maximum of 5 pending invites. If invites are created by mistake, get in touch with sales@loopify.com for help to delete the invite.

8. Acceptance of Terms

All Customers must accept our Terms regardless of if the contract is between Loopify and the Customer or if you have entered into the contract on behalf of the Customer. If you purchase a subscription for a Customer, such subscription may be used only for the Customer for which it was originally purchased, and it may not be repurposed for or reassigned to an alternate Customer.

9. Taxes Applicable to Revenue Share

You are responsible for the payment of all applicable taxes related to the revenue share. VAT will be added to the payment for Norwegian Partners. All other Partners will receive revenue share without added VAT. This is subject to changes by law.

10. Trademarks

You grant us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks and logo in connection with the Partner Program.

We grant you a nonexclusive, non-transferable, royalty-free right to use our trademark and logo in connection with the Partner Program. You must not use our trademark in a way that implies we endorse your services or use our trademark in violation of law or in connection with an indecent or unlawful activity.

11. Proprietary Rights

Intellectual property laws protect the Loopify Software. The Loopify Software belongs to and is the property of Loopify. We retain all ownership rights to the Loopify Software. You agree not to copy, rent, lease, distribute, sell or create work derived from the Loopify Software in whole or in part.

The Customer retains the right to access and use the Loopify license associated with the Customer regardless of whether you placed the order with us for a Customer or made or make payments for the Customer. The Customer will own and retain all rights to the Customer Data (subscriber data and content added to the Customers Loopify license).

12. Non-exclusivity

This Agreement does not create any form of an exclusive agreement between you and us, and both parties are entitled to recommend and work with other suppliers of similar products or services.

13. Term and Termination

We may update and change any part of this Agreement. Updates will be posted at www.loopify.com/legal/partners and will become effective in the next business day. You will also be notified by email or in writing of such changes. If you disagree with the new Agreement, you must notify us in writing within 30 days after the notification, and this Agreement will terminate 90 days after we receive this notice. Our relationship will continue to be governed by the latest version of this Agreement prior to modification for the remainder of the Agreement term.

Both you and we may terminate this Agreement without cause on 90 days written notice. We may terminate this Agreement and/or suspend your, or the Customers access to the Loopify Products immediately upon a material breach of this Agreement or non-payment of any amount due to us if such amount remains unpaid 15 days after notice or if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or if we determine that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers. You are not eligible to receive a revenue share after the expiration of this Agreement.

Upon expiration, the Partner Portal will no longer be available, and you will no longer be able to access your registered Prospects. You will immediately discontinue all use of our trademark. Termination or expiration of this Agreement shall not cause your or a Customers subscription agreement to be terminated.

14. Confidentiality

By entering into this Agreement, you will also accept our Non-Disclosure Agreement, see www.loopify.com/legal/nda.

15. Compliance with Laws

You represent and warrant that your use of Loopify will comply with all applicable laws and regulations and are responsible for determining whether the use of Loopify are in conflict with any regulations or laws in the market you operate in and/or send communication to, like the EU Data Privacy Laws, HIPAA or GLB. Loopify will not be liable if you use our Service in a way that does not comply with the legal regulations.

You will take all reasonable steps to ensure that Customers do not use Loopify in violation of the Terms of Use or any applicable law and regulation. If you discover or have reason to believe that any Customer is using Loopify in violation of the Terms of Use, you will immediately notify us in writing.

You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

If you are located in the EU/EEA or Switzerland or process data on behalf of EU/EEA and Swiss individuals, you warrant that you have express consent from all subscribers to transfer any form of subscriber data to Loopify and that you have collected, stored and used all data in compliance with all data protection laws and regulations that apply in the country you are located in and in the countries you send to. You will clearly describe in writing how you plan to use any data you collect, store, and process, including the use of these data in Loopify, and that you will comply with your privacy policy. You also warrant that you have the necessary permission to allow Loopify to receive and process data and send communications to that individual on your behalf.

16. No Warranties

To the maximum extent permitted by law, Loopify disclaims all warranties, express or implied, including but not limited to warranties of fitness for any particular purpose, merchantability, or non-infringement. The Service is delivered “as is” and “as available”. We do not warrant that the Service is error-free, and we do not warrant any kind of result by using the Service. All use of our Service is at your sole risk. Loopify is not responsible for the behavior of any Users or the behavior of any external entity or person and disclaims any warranties that are made by others on our behalf.

17. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of our Service. Loopify and our Providers shall under no circumstances be liable to you or any other person for any loss or damage that results from your use of our Service, including but not limited to indirect, punitive, special or consequential damages, loss of data, loss of profit or revenue, failure to achieve expected opportunities or savings, even if they are based on negligence, or we have been advised of the possibility of those damages. Our total liability for all claims made about the service or Partner Program in any month will be no more than that total revenue share associated with the affected Customer the same month.

18. Indemnity

You will indemnify and hold Loopify (and our officers, directors, employees, agents, service providers, licensors, and affiliates) harmless from any losses, including attorney fees that result from claims that are not allowed under this Agreement or our Terms of Use, and any third party claims that result from the use of Loopify that violate this Agreement or our Terms of Use.

19. Charge of Attorney Fees

We are entitled to recover a reasonable fee to cover the cost from attorneys and time spent by our Providers if we have to provide information in response to a subpoena or if we prevail in legal action against you due to breach of these Terms.

20. Assignments

You may not assign any of your rights under this Agreement to anyone else without written approval from Loopify. We may assign our rights to any other individual or entity at our own discretion.

21. Choice of Law

Any disputes or litigation between you and Loopify relating to these Terms and your use of the Service will take place in The Norwegian Court in Oslo, Norway.

22. Force Majeure

Loopify will not be liable for any failure or delay on any part of our Service for the period that such failure or delay is beyond our reasonable control and could not reasonably have been foreseen or provided against. This includes but is not limited to war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or impeding us from performing our obligations under these Terms.

23. Survivability and severability

The following sections of these Terms will continue to apply even if the Agreement is terminated: Proprietary Rights, Compliance with Laws, No warranties, Indemnity, Choice of Law.

24. Notices

Notices to us are regarded as effective when sent to the following address: Loopify AS, Ruseløkkveien 6, 0251 Oslo, Norway Attn: Legal Department. Notices from us are effective when sent to your registered email for your user account or sent to the physical account address you have registered in Loopify.

View prior version of our Partners terms

Partners updated February 3rd, 2018
Partners updated November 29th, 2018
Partners updated September 4th, 2020
Partners updated October 1st, 2021
Partners updated May 20th, 2022