Bizzloans Partner Program
Terms & Conditions

This Partner Program Agreement (the “Agreement”) is a binding agreement between Bizzloans (“Bizzloans”, “We” or “Us”) and you, our partner, (“You”), even though it is electronic and is not physically signed by You and Bizzloans. You acknowledge that this Agreement governs your participation in the Privy Partner Program as further described herein (the “Program”). PLEASE READ THIS AGREEMENT CAREFULLY.

Acceptance of Terms

  1. By accepting this Agreement, or by participating in the Program, You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement, and that the information You provide in registering for the Program is accurate, complete, and is Yours or within Your right to use. If You are entering into this Program on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not participate in the Program.
  2. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You of any material changes affecting your rights through a notification within the Partner Portal and/or email and direct You to the latest version.

Definitions

The following terms have the meaning assigned to them below:

  1. “Affiliate Link” means a unique referral link leading to Your dedicated partner landing page that can be given to Prospective Customers. New accounts that come through this page are automatically affiliated with Your Partner account.
  2. “Active Partner” means (i) a Partner who has had at least one partnership consultation call and has submitted at least one Hot Lead in the preceding (12) months if part of the Agency Partner Program; or (ii) a Partner that has at least one Closed Subscription in the preceding (12) months if part of the Affiliate Program.
  3. “Closed Subscription” means a sale of a subscription of a Bizzloans Product to a Customer who (i) was an Approved Lead on the date of the sale and (ii) has agreed to the End User Terms and Conditions.
  4. “Customer” means an entity that avails of a Bizzloans Product.
  5. “Customer Data” means any information collected, received, processed or maintained by You or on Your behalf from or relating to any Customer or Prospective Customer in connection with the Bizzloans Products, including all registration information, transaction history and satisfaction data, and related data analytics.
  6. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction.
  7. “Partner” means an individual or entity who has applied and been approved by Bizzloans via the Partner Program Application, and who brings Prospective Customers to Bizzloans via a lead registration form or Affiliate Link.
  8. “Partner Portal” means the web-based application where Partners can register leads, see the status of registered leads, download marketing materials and receive other technical details and support related to the Bizzloans Products.
  9. “Partner Share” means the percentage of the Net Revenue You will receive as set forth below.
  10. “Prospective Customer” means an entity who is brought to Bizzloans by a Partner as a lead for the purpose of converting that entity to a Customer.
  11. “Bizzloans Marketing Materials” means any advertising, promotional or marketing materials for or relating to the Bizzloans Products that We may make available to You from time to time during Your participation in the Program.
  12. “Bizzloans Products” means the Bizzloans application.
  13. “Bizzloans Properties” means all of the Bizzloans Products, the Partner Portal, Privy trademarks (including the Badges), Bizzloans Marketing Materials, Documentation, Bizzloans Confidential Information, and other technologies, information and materials We provide to You to enable You to market and sell, or provide support or other services for, the Bizzloans Products.
  14. “Hot Lead” means a Prospective Customer that qualifies for any Bizzloans Product.

Marketing and Sales Activity

  1. Subject to the terms of this Agreement, We grant You the non-exclusive, non-transferrable, revocable right to (i) describe yourself in promotional, advertising, and marketing materials relating to the Bizzloans Products as an “Agency Partner” of Bizzloans.
  2. If you create any content that relates to the Program or Bizzloans Products, it must be designated as “unofficial”. For example, “The Unofficial Guide to Getting Funded Through Bizzloans.”
  3. You are prohibited from using Bizzloans name or any Bizzloans Product name in Google AdWords or in any Pay-Per-Click promotion, without prior written consent of Bizzoans and in accordance with Bizzloans brand guidelines.
  4. You agree to comply with any current and future branding and marketing policies provided to You by Bizzloans. You agree to immediately discontinue use of any materials that violate this section.
  5. You shall bear all costs and expenses related to Your marketing of the Bizzloans Products other than any Bizzloans Marketing Materials.

Partner Obligations

At all times during the Term, You will, in accordance with the terms and conditions of this Agreement and at Your own cost:

  1. Maintain sufficient knowledge of the industry and products competitive with the Bizzloans Products (including specifications, features and benefits) so as to be able to explain in detail to  Potential Customers and Customers: (i) the differences between the Bizzloans Products and competing products; and (ii) information on standard features of each of the Bizzloans Products;
  2. Comply with (i) all then current Bizzloans policies that are applicable to the Partner Program and (ii) all reasonable directions and instructions from Us concerning the commercialization of the Bizzloans Products;
  3. Comply with applicable Law and in a manner that is consistent with good business practice and reflects favorably at all times on the Bizzloans Products and the good name, goodwill and reputation of Bizzloans;
  4. Not directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of Bizzloans or any Bizzloans Products, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of any Bizzloans Products; and
  5. notify Us if you believe any End User has violated the End User Terms and conditions.

You shall not at any time, directly or indirectly (a) sell or otherwise transfer title or ownership of the Bizzloans Properties; (b) copy, modify or create any derivative works or improvements of any Bizzloans Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Bizzloans Product or any part thereof; (d) bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by any Bizzloans Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent yourself as an agent of Bizzloans, commit Bizzloans to any contracts or incur any obligation or liability whatsoever on behalf of Bizzloans for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments (i) actually, apparently or impliedly on Bizzloans behalf, or (ii) concerning or relating to any Bizzloans Product that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement, the End User Terms and Conditions, the Documentation or any written documents provided or made available by Bizzloans to You that concern or relate to that Bizzloans Products; (g) access or use the Bizzloans Properties for purposes of: (i) benchmarking or competitive analysis of such Bizzloans Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the Bizzloans Products; (h) market, distribute, license or otherwise make available any Bizzloans Products to or through any Person other than directly to Customers, Prospective Customers and their respective End Users; or (i) in connection with the Program, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law.

 

 

 

 

Lead Registration

  1. In order to be eligible for the Partner Share, Agency Partners must register the Prospective Customer as a lead using the Lead Registration Form. You will only be entitled to receive Partner Share for a Closed Subscription if (i) You receive a notification from Bizzloans that the lead has been approved (an “Approved Lead”) and (ii) such Approved Lead results in a Closed Subscription prior to expiration. All registrations will expire after (90) days, unless a longer period is mutually agreed upon by You and Bizzloans.
  2. To register a Prospective Customer the following information must be provided in the lead registration form: Name, Company Name, EMAIL, Phone Number, Time in Business, Loan Amount, Loan Term, Average Monthly Turnover. You may only submit a Lead Registration Form for prospects that have expressed an interest in getting Bizzloans products.
  3. We may accept or reject Prospective Customers in our sole discretion. However, We will generally accept Prospective Customers if (i) the Prospective Customer is not a current customer of Bizzloans, (ii) We are not engaged in an active sales process with the Prospective Customer, (iii) we have not had contact with the Prospective Customer in the last six (6) months, and (iv) another Partner has not previously registered the Prospective Customer.
  4. Bizzloans will respond to any lead submission with notification of Acceptance or Rejection via email within two (2) business days.
  5. You will not receive Partner Share for a Customer if (i) you did not receive a Approved Lead; (ii) the lead was rejected; (iii) the lead has expired; (iv) the lead was previously registered by another Partner; (v) you are currently in the Partner Tier; or (vi) this Agreement has been terminated.
  6. You may also have customers sign up for Bizzloans directly using your dedicated Affiliate Link. Customers that come through your dedicated Affiliate Link do not have to be registered in advance. A Subscription that comes through your Affiliate Link is automatically eligible for Partner Share.

 

 

Term

  1. The term of this Agreement shall continue for as long as You are participating in the Program unless earlier terminated by either party as provided below (the “Term”).
  2. Both Bizzloans and You may terminate this Agreement at any time without cause upon thirty (30) days written notice (including via email).
  3. We may immediately terminate this Agreement and Your participation in the Program if (i) You breach this Agreement; (ii) You engage in unethical behavior or cause a reputational risk to Bizzloans or Our brand (as determined in Bizzloans’s sole discretion).
  4. Upon termination of this Agreement by Us without cause, You shall be paid Partner Share for any revenue recognized for a Closed Subscription within thirty (30) days of the effective date of termination. Upon termination of the Agreement by You for any reason or by Us for cause, You shall not be entitled to any Partner Share for revenue recognized for any Closed Subscription after the effective date of termination. After any termination, Bizzloans may use any information related to a Prospective Customer or Customer provided by You to Bizzloans during the Term for any purpose, including marketing and selling any of Privy’s products or services or the renewal of any existing subscription. Following termination of this Agreement, You must immediately stop (a) referring to yourself in promotional, advertising, and marketing materials as an “Agency Partner” of Bizzloans or using any Badges, (b) demonstrating, and marketing the Bizzloans Products to Customers and Prospective Customers, (c) using the Partner Portal, (d) using the Bizzloans Products internally for servicing and supporting End User’s use of the Bizzloans Products, (e) using any Bizzloans Marketing Material or any intellectual property of Bizzloans, including our trademarks, and (f) using any information Bizzloans Confidential Information.

Representations

You represent and warrant to Bizzloans that: (a) You have the full right, power and authority to enter into, and to perform Your obligations under this Agreement; and (b) Your participation in the Program will not conflict with any contract to which You are a party. 

Intellectual Property

  1. The Bizzloans Properties are provided to You solely for the purposes described herein. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to any of the Bizzloans Products or other Bizzloans Properties and We retain all rights in the Bizzloans Products and other Bizzloans Properties. Nothing in this Agreement grants or conveys, or permits You to grant or convey, any ownership right in any of the Bizzloans Properties, or any article or copy thereof or intellectual property rights therein.
  2. Bizzloans shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Bizzloans Products or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) Bizzloans receives from You or any Customer, Prospective Customer or End User without compensation to You or any other party.
  3. Bizzloans shall have a royalty-free, worldwide, non-transferrable, non-exclusive right to use and display your name and logo in connection with the Program and this Agreement.

Confidentiality

  1. In connection with this Agreement and the Program each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the following paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, products, features, employees, plans, strategies, partners, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all unpublished Documentation, non-public Bizzloans Marketing Materials, and information about Prospective Customers, including Customer Data, are Bizzloans Confidential Information.
  2. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
  3. The Receiving Party shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care. 

Disclaimer of Warranties and Liability

ALL BIZZLOANS PROPERTIES, THE PARTNER PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT PROVIDED BY BIZZLOANS ARE PROVIDED “AS IS” AND BIZZLOANS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PRIVY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BIZZLOANS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE BIZZLOANS PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT LIMITED TO THAT ANY BIZZLOANS PRODUCT OR OTHER BIZZLOANS PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR CUSTOMERS’ OR ANY OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE, DEVICE, SYSTEM OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY VIRUS, MALWARE OR OTHER HARMFUL CODE OR ERROR FREE. BIZZLOANS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. ANY REPRESENTATIONS AND WARRANTIES OF OR RELATING TO THE BIZZLOANS PRODUCTS ARE MADE DIRECTLY TO END USERS SOLELY UNDER THE TERMS AND CONDITIONS OF THE END USER’S TERMS AND CONDITIONS.

Limitation of Liability

  1. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (ii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BIZZLOANS (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PARTNER SHARE EARNED BY YOU FOR CLOSED SUBSCRIPTIONS IN THE TWELVE MONTHS PRECEDING THE APPLICABLE ACTION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, BIZZLOANS LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Bizzloans from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from (i) Your breach of this Agreement, (ii) Your participation in the Program, (iii) Your access to, use, misuse or illegal use of Customer Data, and (iv) Our use of any Customer Data that you provide to us. Bizzloans will provide You notice of any such claim, suit, or proceeding and provide all information and assistance reasonably requested by You related to defense of the claim. Bizzloans reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Bizzloans defense of such matter.

Compliance with Law

  1. You will comply with opt-out, unsubscribe, “do not call” and “do not send” requests from Customer, Prospective Customer and End Users in a timely fashion. You will be solely liable for any and all damages, losses, expenses, costs (including reasonable attorneys’ fees) and other liabilities arising out of or related to advertising, creative, and/or messaging other than the content of the Bizzloans Marketing Materials.
  2. The Bizzloans Properties may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any of the Bizzloans Properties to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Bizzloans Property is prohibited by applicable Law.
  3. You shall at all times remain in compliance with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). You shall not directly or indirectly through any third party make any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity or to influence official action; make any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; make any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; or fail to disclose to Bizzloans fully any contribution or payment made by You (or made by any Person acting on its behalf of which You are aware) that violates the FCPA.

Assignment

You may not assign this Agreement or any of its rights under this Agreement directly or by reason of merger, reorganization, sale of all or substantially all of Your assets, change in control, operation of law or otherwise, without the prior written consent of Bizzloans. We may assign this Agreement, without Your consent to a parent, affiliate, or successor by way of a merger, reorganization, sale of all or substantially all of Our assets, change in control or operation of law. Subject to the foregoing restrictions on assignment, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. 

Entire Agreement; Amended Terms

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous understandings whether oral or written between You and Bizzloans.

Notices

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You should send notices directly to us to matt.reece@bizzloans.com.au. Unless otherwise specified in this Agreement, We will send notices directed to You to the address or email provided in your registration for the Program.

Severability

If any part of this Agreement is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

Relationship; Independent Contractor

Neither Your participation in the Program or this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between You and Bizzloans for any purpose. You have no authority (and You shall not hold yourself out as having authority) to bind Bizzloans, except as specifically provided herein.

No Waiver

Bizzloan’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

Governing Law

The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Massachusetts without giving effect to the conflicts of laws provisions or principles thereof.