Master Partner Agreement

Effective February 19, 2024 we have updated our existing master partnership agreement to incorporate a new type of partner, our Developer Partner. Thank you for continuing to be part of the SafetyCulture family.

This Agreement is made on the date on which You accept the terms of this Agreement (the Effective Date) by and between the SafetyCulture entity that owns or operates the SafetyCulture Products that the Partner is referring or reselling (as applicable) listed here (SafetyCulture) and the person or entity agreeing to enter into this Agreement (You or the Partner) (each a Party or collectively, the Parties). The Partner would like to participate in SafetyCulture’s partner program (the Program). This Agreement (which includes any appendix and schedule attached hereto) governs the Program and the relationship between SafetyCulture and the Partner.

You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then references to “the Partner” in the remainder of this Agreement means your company, and you warrant that you are properly authorised to bind your company to this Agreement.

You agree to the terms of this Agreement when you click on the “I agree” button that is presented to you at the time of submitting your details to the Partner Program. If you do not agree with this Agreement, do not click the “I agree” button and notify SafetyCulture that you do not wish to be part of the Partner Program.

1. Definitions

Capitalised terms used in this Agreement shall be defined where first used or as follows:

• Appendix means each appendix attached to this Agreement.

• Closed Deal means an opportunity which is delivered to SafetyCulture where it is the responsibility of the Partner to complete the sales cycle.

• Commercial Schedule means the commercial schedule attached to this Agreement.

• Confidential Information of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence.

• Deal Type means a Lead or a Closed Deal.

• End User means the named individual users of the SafetyCulture Products

• Lead means an opportunity which is delivered to SafetyCulture where it is the responsibility of SafetyCulture to engage with the Customer to complete the sales cycle and close the deal.

• Order Form means a transactional document issued by SafetyCulture which states the SafetyCulture Products being purchased, term of use, price, and other applicable transaction details.

• Partner Status means the Partner Status as set out in the Commercial Schedule (for example, SILVER or GOLD).

• SafetyCulture Acceptable Use Policy means the SafetyCulture acceptable use policy available here.

• SafetyCulture Privacy Policy means the SafetyCulture privacy policy applicable to the relevant SafetyCulture Products listed here .

• SafetyCulture Products means any SafetyCulture products and services provided to a customer or End User through the SafetyCulture websites, online application suite or that SafetyCulture otherwise provides or makes accessible to customers and End Users.

• SafetyCulture Terms and Conditions means the terms and conditions applicable to the relevant SafetyCulture Products listed here .

2. Partnership

• SafetyCulture and Partner hereby establish the relationship described in the relevant Appendix(s) and the Commercial Schedule. Rights, benefits and obligations in connection with the Partnership shall be subject to the Appendix(s) and the Commercial Schedule.

• The Partner is a non-exclusive sales partner of SafetyCulture and an independent contractor. This Agreement is not intended to create a legal relationship between the parties of partnership, joint venture, agency or employment. Nothing in this Agreement or Appendix is intended to prevent one Party from dealing with any other party or from distributing other third-party products or services in any manner.

• The Partner is not entitled to the benefit of any insurance or workers compensation policies held by SafetyCulture.

3. Fees and records

• The Parties each agree to pay the fees set out in the relevant Appendix(s) and in accordance with the payment terms in this section 3. Unless otherwise specified in the Agreement, all fees are due net thirty (30) days after the date of the invoice or Order Form (as applicable). All invoices shall be expressed and paid in the currency set out in Paragraph 1 of the Commercial Schedule. If Partner fails to make payments when due, then in addition to its other rights and remedies, SafetyCulture will have the right to suspend or terminate this Agreement and to recover its reasonable costs and expenses expended in the collection of such payments.

• All fees are exclusive of, and Partner is responsible for paying, any tax, GST, VAT, right, tariff, fee, duty or levy that may be assessed by any jurisdiction in connection with Agreement (other than SafetyCulture’s income tax). If, as a result of such tax or levy, Partner is required to withhold any amount on payment to SafetyCulture, then the amount of the payment will be automatically increased to offset such tax or levy, so that the amount actually remitted to SafetyCulture, net of all taxes and levy, equals the amount invoiced or otherwise due as agreed to between the parties in an Order Form. Where applicable, the relevant Party shall provide the other Party with the proper exemption certificate relating to withholding taxes.

• The Partner shall keep proper, accurate and up to date records and data relating to the performance of its obligations under the Agreement, and all payments made and received by the Partner in connection with this Agreement. Partner shall retain such records from the Effective Date until at least four (4) years after the expiry or termination of the Agreement. In connection with assessing whether the Partner has fulfilled its obligations under this Agreement, SafetyCulture may request these records (no more than once annually) and the Partner must provide these records to SafetyCulture within a commercially reasonable timeframe.

4. Term and termination

• This Agreement commences on the Effective Date and continues for a period of 12 months.

• Unless terminated in accordance with this clause, this Agreement will automatically renew for a further period of twelve (12) months on each anniversary of the Effective Date, unless either Party notifies the other in writing of its desire to terminate the agreement at least twenty-eight (28) days prior to the end of the then-current term.

• Either Party may terminate this Agreement or any Partnership by providing the other Party with at least twenty-eight (28) days prior written notice.

• Either Party may terminate this Agreement immediately and at any time if the other Party breaches this Agreement with no cure, or an event occurs that is likely to have a material adverse effect on the other Party’s ability to perform its obligations under this Agreement.

• Notwithstanding clause 4(d), termination of this Agreement shall not impact any SafetyCulture Products currently deployed by the Partner, pursuant to an executed Order Form. Such SafetyCulture Products shall continue to be governed by the terms of this Agreement and the applicable Order Form until the end of the End User’s current term. In the event of termination of this Agreement, the Partner shall use commercially reasonable efforts to ensure an orderly transfer of the End User to SafetyCulture, including providing SafetyCulture with reasonable assistance and information related to the End User.In the event of termination, the Partner shall immediately destroy or return to SafetyCulture all material and collateral related to SafetyCulture or its affiliates, including, without limitation, all copies of SafetyCulture’s Confidential Information.

5. Confidentiality

• Each Party (Recipient) must keep confidential and not disclose to any third party Confidential Information of the other Party, with the exception that a Recipient may disclose such Confidential Information:

  • to a third party with the prior written consent of the other Party provided that such third party is subject to confidentiality obligations no less stringent than under this Agreement in relation to that confidential information;

  • to the Recipient’s or the Recipient’s affiliates’, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurances provided that such recipients are subject to confidentiality obligations no less stringent than under this Agreement in relation to that confidential information; and

  • where the Recipient is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the other Party written notice prior to disclosure if permitted by law.

• Each Party must only use Confidential Information of the other Party for the purpose for which it was disclosed in connection with this Agreement.

6. Privacy

• The Partner agrees to be subject to the SafetyCulture Privacy Policy.

• Where (i) the EU General Data Protection Regulation 2016/679 (GDPR) or (ii) California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA), (Civil Code Section 1798.100, et seq.) (CCPA); or (iii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of the Partner’s data, the terms of SafetyCulture’s Data Processing Agreement (set out in Appendix 1 and Appendix 2 of the SafetyCulture Terms and Conditions) will apply.

7. Intellectual property

The Partner acknowledges that SafetyCulture owns all intellectual property in the SafetyCulture Product, the Program and any marketing, collateral or other materials that may be provided to the Partner for the purposes of the Program, or otherwise created or developed by SafetyCulture for the purposes of the Program. The Partner agrees to take all reasonable steps required by SafetyCulture to give full effect to this clause.

8. Promotion and co-selling

• At any time throughout the term of the agreement, at the election of SafetyCulture, the Partner (or any agent of the Partner) may be required to satisfactorily complete a product demonstration call with SafetyCulture. SafetyCulture may at any time require the Partner (or any agent of the Partner) to repeat a product demonstration call or complete other reasonable training as a condition for participating in the Program.

• The Partner must:

  • only promote the SafetyCulture Products according to the specifications and reasonable directions provided by SafetyCulture, or in a manner consistent with the SafetyCulture Terms and Conditions;

  • represent the SafetyCulture Products fairly, honestly and in good faith;

  • not disparage or otherwise damage the reputation and goodwill associated with SafetyCulture and the SafetyCulture Products; and

  • obtain all necessary consents required to provide a potential customer’s information, including personal information, to SafetyCulture.

• In the event the Partner breaches clause 8(b) (in the opinion of SafetyCulture acting reasonably), SafetyCulture is entitled to request that the Partner remove or amend any promotional material or content. The Partner must act on any reasonable request from SafetyCulture to remove or amend any promotional material or content within two business days.

• At any time throughout the term of the agreement, either party can request that SafetyCulture co-sells a Closed Deal. Provided that both parties are in compliance with this clause 8, the party receiving the co-selling request can reject the co-selling request.

9. Demo account

• SafetyCulture may offer certain SafetyCulture Products to the Partner at no charge, including free accounts (Demo Accounts). The Partner must (and must ensure that third parties) use Demo Accounts solely in connection with their participation in the Program to demonstrate or test the features of the relevant SafetyCulture Product (and not for the Partner’s internal business operations or to undertake any commercial purpose not permitted by this Agreement). If the Partner wishes to purchase, use or otherwise deploy SafetyCulture Products for its internal business operations, the Parties shall enter into an Order Form.

• SafetyCulture may monitor the Partner’s usage of such Demo Accounts on an ongoing basis to ensure compliance with the applicable usage restrictions.

• The Partner’s use of Demo Accounts is subject to the terms and conditions and any other policies applicable to such SafetyCulture Products from time to time (a current list of applicable terms is available here ) (Product Terms). Demo Accounts will constitute No-Charge Services for the purposes of the applicable terms and conditions. To the extent of any inconsistency between the Product Terms and this clause 9, the terms set out in this clause will prevail.

10. Restrictions

• The Partner shall not, and shall not permit, engage or assist others to

  • use the SafetyCulture Products for any purpose other than those expressly set out in this Agreement;

  • modify the SafetyCulture Products or any collateral that may be provided to the Partner unless expressly permitted by SafetyCulture; or

  • use, distribute, copy, duplicate or otherwise reproduce all or any part of the SafetyCulture Products other than as permitted by this Agreement.

• Partner represents, warrants and covenants that it shall not, nor will it permit others to, take any action that is intended, or would reasonably be expected, to harm SafetyCulture or its reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to SafetyCulture.

11. Warranties and disclaimers

• Each Party represents and warrants that it has the right to enter into this Agreement and perform its obligations in the manner contemplated by this Agreement.

• Except as expressly stated in this Agreement or required under any applicable law, SafetyCulture does not make any representation or warranty (express or implied) in respect of the SafetyCulture Products or otherwise concerning or related to this agreement, including, without limitation, any implied warranty of merchantability or of fitness for a particular purpose.

12. Liability and indemnity

• he Partner agrees to indemnify SafetyCulture in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment that SafetyCulture suffers, incurs or is liable for as a result of, the Partner’s participation in the Program, or a breach or alleged breach of this Agreement by the Partner.

• To the extent permitted by law, SafetyCulture’s maximum aggregate liability for any claims arising out of or related to this Agreement is limited to the amount set out in the applicable Appendix.

• Neither Party will be liable for any special, punitive, indirect, incidental or consequential damages including, but not limited to, loss of or damage to data, loss of anticipated revenue or profits, work stoppage or impairment of other assets, whether or not foreseeable and whether or not either Party has been advised of the possibility of such damages.

13. Governing law

Unless otherwise agreed between the parties, the laws governing this Agreement and the courts exercising exclusive jurisdiction depend on where the Partner is domiciled (as specified here ).

14. Dispute resolution

• SafetyCulture and the Partner agree to make a genuine attempt to resolve any dispute arising in relation to this Agreement through mediation, negotiation or other alternative dispute resolution processes.

• An attempt made to resolve a dispute under this clause 13 is without prejudice to any other rights or entitlements of the parties under this Agreement or otherwise at law.

15. Miscellaneous

• Partner represents and warrants that it:

  • will act lawfully and comply with any applicable laws, regulations, industry codes and standards;

  • will perform its obligations under this Agreement in a manner that reflects favourably on SafetyCulture and the SafetyCulture Products;

  • will not make any false or misleading representations with respect to SafetyCulture and the SafetyCulture Products;

  • is registered for the purposes of any duties, custom fees, or taxes, including VAT, GST or other applicable sales tax;

  • if required by applicable law, will disclose to a potential customer any benefits received by the Partner from SafetyCulture in accordance with this Agreement;

  • has obtained the necessary consent from any potential customer or End User prior to providing to SafetyCulture the name, contact information or any other data that identifies an individual; and

  • uses commercially appropriate privacy and security measures and handles data in compliance with all applicable privacy laws and regulations.

• Neither Party will be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results directly or indirectly from an event beyond such Party’s reasonable control.

• SafetyCulture may modify this Agreement at any time, in which case it will notify the Partner of any changes. If the Partner is not satisfied with any changes, it may terminate these Terms in accordance with clause 4(c). The Partner will be deemed to have accepted the changes by continuing to participate in the Program after being notified of the changes.

• Any notice required to be given under this Agreement must be in writing and delivered by hand or email to the address last advised by the Party. Notice will be taken to be given or made: if delivered by person, when delivered; if by email, at the time of sending, provided that the sender did not receive an automated message that the email was not delivered to the recipient.

• This Agreement constitutes the entire agreement between the parties in respect of the subject matter covered by this Agreement. This Agreement shall govern and supersede any prior discussions, negotiations, pre-printed terms and conditions stated on or attached to any document submitted by the Partner, which are null and void with respect to the subject matter of these Terms.

• This Agreement may be executed in counterparts and all counterparts will be taken to constitute the same agreement. This Agreement may be executed using an electronic signature platform.

• Without limiting any other provision of this Agreement, any clauses which should by their nature survive termination or expiration of this Agreement, survive termination or expiration of this Agreement for any reason.

• The Partner may not assign this Agreement without SafetyCulture’s prior written consent.

• In the event of any inconsistency between these terms, the Appendix(s), the Commercial Schedule and any Order Form, unless otherwise specified in the Appendix or the Order Form, the order of precedence shall be: (i) Order Form; (ii) Commercial Schedule; (iii) Appendix; and (iv) these terms.

• In this Agreement, unless a contrary intention is expressed:

  • words in the singular include the plural and vice versa;

  • headings, formatting (including tables) and examples are for convenience and do not affect the interpretation of this Agreement;

  • if a word or phrase is defined, then any other grammatical form of the word or phrase has a corresponding meaning;

  • a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;

  • no clause of this Agreement is to be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it; and

  • specifying anything in this Agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included.

Appendix 1: Referrer Partner Appendix

Pursuant to the terms of the Agreement, this Appendix sets out the terms and conditions under which the Partner will provide Referrals to SafetyCulture for SafetyCulture Products.

1. Definitions

• Commission Amount means the percentage of Total Revenue attributable to the Partner, as specified in Part 2 of the Commercial Schedule.

• Qualifying Referral means:

  • the Referral is accepted by SafetyCulture in accordance with paragraph 2(b);

  • the Referral Customer becomes a paid customer, within 90 days of the Referral (or such other time as agreed between the Parties);

  • he Referral Customer is on an annual subscription plan; and

  • the Referral Customer has paid SafetyCulture all amounts due and payable in connection with the Referral,

• Referral means Partner’s notification to SafetyCulture of a desire to introduce a potential Referral Customer to SafetyCulture to purchase SafetyCulture Products.

• Referral Customer means the customer who is the subject of a Referral.

• SafetyCulture Customer means an existing SafetyCulture customer or a customer that SafetyCulture is actively marketing to or is already engaged in discussions with.

• Total Revenue means the recurring revenue that SafetyCulture actually receives from Qualifying Referrals attributable to the Partner, less, as applicable: (i) amounts repaid or credited by reason of defects, refunds or allowances; and (ii) sales taxes, excise taxes, value added taxes, withholding taxes or customs duties paid, allowed or absorbed.

2. Process

• To make a Referral, the Partner must notify SafetyCulture of the details of the specific opportunity via email to partners@safetyculture.com, or such other process as notified by SafetyCulture from time to time (a Referral Notification).

• SafetyCulture must, within a commercially reasonable timeframe following receipt of the Referral Notification, provide the Partner with written notice of its acceptance or rejection of the Referral. SafetyCulture may also request further details of the Referral if reasonably required. Rejection of a Referral may be caused by, but not limited to:

  • the Referral Customer being an existing SafetyCulture Customer; or

  • the Referral Customer being an entity or person that SafetyCulture does not wish to be associated with for any commercially reasonable reason.

• Upon receipt of an acceptance, the Partner will facilitate an introduction to the Referral Customer.

• The Partner may, from time to time, be required to provide any reasonable assistance requested by SafetyCulture in connection with the management and maintenance of the relationship with any Referral Customer, including involvement in commercial negotiations, site visits and education and training of SafetyCulture personnel.

3. Referral commission

• SafetyCulture will pay the Partner the Commission Amount until the Agreement is terminated by either Party in accordance with clause 4 of the Agreement.

• The Commission Amount available to the Partner is based on a series of criteria including but not limited to the Partner Status and the Deal Type.

• SafetyCulture may reduce the Commission Amount, or refuse to pay any commission, if SafetyCulture determines that the Partner engaged in any unlawful or improper conduct in connection with a Referral.

• Within 15 business days of the end of each 3-month period during the term of this Agreement, SafetyCulture will notify the Partner of the Total Revenue for that period attributed to the Partner, together with the Commission Amount payable in respect of that 3 month period and request an invoice from the Partner for that amount.

• Within 15 days of receiving a valid invoice from the Partner, SafetyCulture will pay the invoice.

• Notwithstanding any other rights or obligations in this Agreement, the Parties acknowledge and agree that SafetyCulture may, in its sole discretion, not pay the Commission Amount if the Commission Amount is less than $100.

4. Limitation of liability

To the extent permitted by applicable law, the aggregate liability of SafetyCulture for any damages arising from or related to this Agreement in each successive 12 month period is limited to the Commission Amount that the Partner is entitled to receive in that period.

Appendix 2: Reseller Partner Appendix

1. Definitions

• Resale or Resell

  means the Partner providing the SafetyCulture Products to Resale Customers pursuant to the SafetyCulture Terms and Conditions.

• Resale Customer

  means a customer who is the subject of a Resale.

• SafetyCulture Customer

  means an existing SafetyCulture customer or a customer that SafetyCulture is actively marketing to or is already engaged in discussions with.

• Subscription Payment

  means the amount specified in the relevant Order Form or invoice (as applicable), exclusive of any taxes or government fees.

• Qualifying Resale means:

  • the Resale is accepted by SafetyCulture in accordance with paragraph 3(c); and

  • the Resale Customer is on an annual plan,
    or despite failing to meet the above requirements, SafetyCulture nonetheless agrees the Resale constitutes a Qualifying Resale.

2. Rights and obligations

• In accordance with this Agreement, SafetyCulture grants the Partner a non-exclusive license to Resell the SafetyCulture Products to potential Resale Customers.

• Partner shall act as a fulfillment agent in the sale of SafetyCulture Products and is not a party to licensing or other agreements between SafetyCulture and the Partner’s customer. The Resale Customer’s use of the SafetyCulture Products shall be subject to the SafetyCulture Terms and Conditions and the SafetyCulture Privacy Policy.

• Partner must not represent itself as an agent of SafetyCulture for any purpose, nor give any condition or warranty or make any representation on SafetyCulture’s behalf. The Partner must not make any representations, warranties, guarantees or commitments with respect to the specifications, features or capabilities of the SafetyCulture Products other than, or which are consistent with those contained in the SafetyCulture Terms and Conditions.

• SafetyCulture shall have no obligations with respect to the terms and conditions agreed to between the Partner and any third party.

• Partner must require each Resale Customer and each End User to sign or otherwise assent to the SafetyCulture Terms and Conditions and the SafetyCulture Privacy Policy. Partner shall not amend or waive any provisions in the SafetyCulture Terms and Conditions and the SafetyCulture Privacy Policy. If the Partner becomes aware of any violation of the SafetyCulture Terms and Conditions, the Partner will notify SafetyCulture immediately and will use best commercial endeavours to enforce the applicable terms.

• Subject to clause 8 and 10 of this Agreement, SafetyCulture grants the Partner a non-exclusive right to use SafetyCulture’s logos and trademarks for the purpose of paragraph 2(a).

• SafetyCulture shall:

  • supply the SafetyCulture Products in a professional, timely, competent, and high-quality manner to the Partner for resale in accordance with this Agreement, including any upgrades or enhancements or new releases of the relevant SafetyCulture Products; and shall use commercially reasonably efforts to make available to the Partner corresponding sales and marketing information and support; and

  • provide the Partner with all applicable information and assistance necessary to enable the Partner to perform its obligations under this Agreement.

• The Partner must:

  • use its best endeavours to promote the Resale of the SafetyCulture Products;

  • supply to SafetyCulture such reports, returns or other information relating to orders and projected orders for the SafetyCulture Products as SafetyCulture may from time to time reasonably require;

  • use SafetyCulture’s trademarks and trade names relating to the SafetyCulture Products only in the agreed style in connection with the Resale and shall not use such trademarks or trade names in connection with any other products or services as part of the corporate or any trade name of the Partner; and

  • be responsible and accountable for the Resale Customer’s (and related End User’s) account permissions;

  • promptly notify SafetyCulture if a Resale Customer:

    • terminates their agreement for the SafetyCulture Products;

    • does not renew their existing subscription for the SafetyCulture Products; or

    • at any time reduces its number of licences.

3. Process

• To make a Resale, the Partner must notify SafetyCulture of the details of the specific opportunity via email to partners@safetyculture.com, or such other process as notified by SafetyCulture from time to time (a Resale Notification).

• SafetyCulture must, within a commercially reasonable timeframe following receipt of the Resale Notification, provide the Partner with written notice of its acceptance or rejection of the Resale. SafetyCulture may also request further details of the Resale if reasonably required. Rejection of a Resale may be caused by, but not limited to:

  • the Resale Customer being an existing SafetyCulture Customer; or

  • the Resale Customer being an entity or person that SafetyCulture does not wish to be associated with for any commercially reasonable reason.

• Upon receipt of an acceptance, following:

  • the Partner executing an initial binding written agreement with the Resale Customer and notifying SafetyCulture of such written agreement (including the number of licences, the name and address of the Resale Customer and the subscription start date);

  • the Partner notifying SafetyCulture of an expansion pursuant to an existing Resale Customer (including the number of additional licences, the name and address of the Resale Customer and the expansion start date); or

  • a Resale Customer or Partner adding licences during a Resale Customer’s subscription term that are facilitated by SafetyCulture or SafetyCulture’s website or applications,
    SafetyCulture will issue an Order Form or invoice to the Partner.

• Upon acceptance of the Order Form or invoice (as applicable), SafetyCulture will electronically deliver or grant access to the SafetyCulture Products to the Partner or directly to the Resale Customer (as specified in the Order Form or invoice).

• If the Partner fails to notify SafetyCulture of any Resale Customer that has elected not to renew their subscription at least 30 days prior to that Customer’s subscription renewal date, the Partner must pay SafetyCulture for any Subscription Payment in respect of that Resale Customer, unless otherwise agreed in writing between the Parties.

4. Pricing and payment

• Partner will pay SafetyCulture the Subscription Payment for each order of the SafetyCulture Products in accordance with the discount and payment provisions set forth in the Commercial Schedule. Partner will at all times be in control of the pricing of SafetyCulture Products to its customers and end users.

• Upon execution of the Order Form or invoice between SafetyCulture and Partner, all fees outlined in the Order Form or invoice will be due and payable in accordance with clause 3 of the Agreement.

• Billing is determined per Resale Customer account, based on the number of licences purchased, unless otherwise agreed between SafetyCulture and the Partner from time to time.

• In the event of a Qualifying Resale, the Partner shall pay SafetyCulture the Subscription Payment based on the applicable rates, less any Partner Discount identified in the Commercial Schedule. SafetyCulture may, in its sole discretion, update or amend the current rates from time to time.

• Rates are exclusive of any taxes or government fees.

• The Partner must pay SafetyCulture in the currency determined by the location of the Resale Customer and notified by SafetyCulture to the Partner.

5. Limitation of liability

To the extent permitted by applicable law, the aggregate liability of SafetyCulture for any damages arising from or related to this Agreement is limited to $10,000.

Appendix 3: Developer Partner Appendix

1. Definitions

• App means an application or application programming interfaces used or relied upon by Integrations and any updates, upgrades, modifications, additions or versions thereto;

• Customer means a SafetyCulture customer;

• Customer Data means any data, information, templates, content, code, video, images or other materials or information of any type that Customers or End Users upload to the SafetyCulture Products, generate by using features of the SafetyCulture Products or otherwise provide to SafetyCulture in connection with the SafetyCulture Products.

• Developer Marketplace means the online marketplace where Integrations are made available to Customers;

• Developer Partner means a partner that registers for the Program as a developer and is accepted by SafetyCulture as a developer partner. In this Appendix, Partner means a Developer Partner;

• Developer Tools means SafetyCulture’s tools for development made available to the Partner as part of the Program, including the SafetyCulture APIs;

• Integrations means the integrations and data links that connect Apps with the SafetyCulture Products, and any updates, upgrades, modifications, additions or versions thereto; and

• SafetyCulture APIs means SafetyCulture’s application programming interfaces made available by SafetyCulture as part of the Program and any updates, upgrades, modifications, additions or versions thereto.

2. Development

• Subject to the Partner’s compliance with the terms and conditions of this Agreement, SafetyCulture grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to copy and use the Developer Tools for the purpose of developing Integrations. The rights provided to the Partner under this clause are solely for the purpose of accessing or interfacing with the SafetyCulture Products as permitted in the Developer Tools, and in compliance with the SafetyCulture Acceptable Use Policy.

• The Developer Tools are owned by SafetyCulture and are licensed, not sold, to the Partner. All components of the Developer Tools, including all intellectual property rights contained therein are the sole and exclusive property of SafetyCulture, its affiliates, and/or licensors. The Partner agrees that it does not acquire any right, title or interest in or to the Developer Tools, except for the limited rights set forth in this Agreement.

• SafetyCulture may monitor the Partner’s use of the Developer Tools and limit the Partner’s access to the Developer Tools, including the number of calls or requests made by the Partner. SafetyCulture may impose these limitations on the Partner in its sole discretion if it believes the Partner’s use is in breach of this Agreement or otherwise may negatively impact SafetyCulture, the Program or the Developer Tools.

3. Restrictions

By accessing or using the Developer Tools, the Partner represents and warrants that it is engaged in the development of software applications and has the authority to integrate the App with the SafetyCulture Products. The Partner acknowledges and agrees that it will not, and will not procure that any third party, directly or indirectly:

• access or use the Developer Tools if it is prohibited from doing so under applicable law;

• facilitate or encourage any Customer or End User to violate the SafetyCulture Terms and Conditions;

• attempt to bypass any limitations imposed by SafetyCulture in the Developer Tools;

• unless otherwise permitted by this Agreement, redistribute, sell, lease, license, copy, publicly display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the Developer Tools;

• distribute, deploy or otherwise utilise Integrations for any purpose other than to facilitate the integration of Apps with the SafetyCulture Products;

• decompile, reverse engineer, or otherwise access or attempt to access the source code from the Developer Tools not made available to the Partner in source code form;

• engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the Developer Tools, SafetyCulture, SafetyCulture’s customers or the public;

• remove, obscure, interfere with, or circumvent any SafetyCulture Product feature, including any security or access control mechanism;

• take any action that could subject the Developer Tools or SafetyCulture Products to third-party terms and/or conditions, including without limitation, “open source” software license terms;

• access the Developer Tools for any competitive purpose or competitive analysis or disseminate performance information regarding the SafetyCulture Products;

• cache or store any Customer Data other than for reasonable and lawful periods in order to provide an Integration; or

• use the Developer Tools for any other purpose other than for which they were expressly designed.

SafetyCulture reserves the right to disconnect, throttle or restrict access to the Integration or otherwise terminate this Agreement if the Partner is in breach, or if SafetyCulture reasonably suspects the Partner is in breach of this Agreement, including this clause 3.

4. Development Standards

The Partner represents and warrants that it will meet and will continue to meet the following standards with respect to Integrations:

• Quality: The Partner will ensure that the Integrations are of good and marketable quality, and adhere to any quality standards that may be published by SafetyCulture as part of the Program from time to time;

• Maintenance and security: The Partner will take all reasonable steps to maintain the functionality, quality, availability and security of the Integrations and the Apps (if applicable), including complying with any security standards that may be published by SafetyCulture as part of the Program from time to time;

• Brand Guidelines: The Partner agrees to comply with SafetyCulture’s brand guidelines published by SafetyCulture as part of the Program from time to time.

5. Approval

• The Partner acknowledges and agrees that for Integrations to be activated and made publicly available on the Developer Marketplace, SafetyCulture must first approve the Integration in its sole discretion.

• Prior to such approval being granted, the Partner must provide SafetyCulture with the information set out in the Brand Guidelines, and any other information reasonably requested by SafetyCulture from time to time.

6. Developer Partner Responsibilities

• The Partner is responsible at its own expense for:

  • the operation of its Integrations and customer support associated with the Integration;

  • its relationship with Customers regarding their use of the Integrations; and

  • ensuring that the Integrations comply with all applicable laws (including that the Integration does not infringe on any third party rights).

• A Customer or End User may access, retrieve, transmit, collect or otherwise process their Customer Data through Integrations. With respect to such Customer Data, the Partner agrees:

  • to process the Customer Data on the documented instructions of the Customer or the End User (as the case may be) and if applicable, in accordance with (1) the Partner’s agreement with the Customer or the End User; (2) all applicable laws; (3) all applicable policies and terms of third party applications or third party services accessed or linked to process any Customer Data; and (4) appropriate measures that protect the privacy and security of Customer Data; and

  • to not sell Customer Data or use it for other purposes, such as marketing, unless the Partner has obtained the express consent of the Customer.

• The Partner warrants that the Integrations will not infringe on any third party rights (including intellectual property rights and privacy rights) or any applicable laws.

• If a Customer ends their relationship with the Partner and requests the Partner to delete their Customer Data, the Partner must promptly delete all Customer Data in accordance with applicable law.

7. SafetyCulture Rights

• The Partner must notify SafetyCulture in writing if it becomes aware of third parties using Integrations in violation of this Agreement and will use reasonable commercial efforts to cause such third parties to cease such use.

• SafetyCulture may collect data and other information relating to the Partner’s use of the Program and the performance of the Integrations (Usage Data), and SafetyCulture may use (during and after the Term) such Usage Data for its internal business purposes, including to improve, support and operate the SafetyCulture Products and the Program, generate aggregated data sets and for reporting and analysis. SafetyCulture may only disclose Usage Data in an aggregated form in a manner that does not identify any individual.

• Notwithstanding anything to the contrary in this Agreement, the Partner acknowledges and agrees that SafetyCulture develops its own products and services and works with many other partners and developers, and either SafetyCulture or these third parties could in the future develop (or have already developed) products, concepts and ideas similar to your Integrations. Nothing limits SafetyCulture from doing so.

8. Processing of Customer Data

The parties acknowledge and agree that when a Customer or an End User uses Integrations to process Customer Data such Customer or End User is the “data controller” (as such term is defined under the EU General Data Protection Regulation 2016/679 (GDPR)) of their Customer Data. SafetyCulture and the Partner are each “data processors” (as such term is defined under the GDPR) in respect of such Customer Data as is in the possession of each of SafetyCulture and the Partner respectively. Each party agrees to comply with the applicable data privacy laws for any Customer Data that a party processes on behalf of a Customer or an End User.

9. Feedback

If the Partner chooses to submit feedback to SafetyCulture, the Partner grants to SafetyCulture a worldwide, perpetual, irrevocable, royalty-free licence to use, modify, publish, process, copy, distribute, export, and display, and make and incorporate into the SafetyCulture Products any suggestion, enhancement request, recommendation, correction or other feedback, and waive all moral rights the Partner may have in such feedback.

10. Trademarks and branding

• The Partner grants SafetyCulture the necessary rights to promote and distribute depictions (including screenshots, video or other content from its Integration) as well as to use the Partner’s company or product names and logos in order to promote, market and demonstrate the Integration, including on the Developer Marketplace. SafetyCulture does not acquire any right, title or interest in any of the Partner’s trademarks, copyrights or content and all associated goodwill remains with the Partner.

• During the Term, the Partner may use the SafetyCulture trademarks made available to the Partner provided, the Partner:

  • uses the images made available by SafetyCulture on the Platform or otherwise communicated to the Partner separately in writing;

  • uses the trademarks only in connection with the Integration;

  • complies with SafetyCulture’s brand guidelines and other guidelines provided to the Partner by SafetyCulture in relation to the use of any such trademarks;

  • immediately ceases use of the trademarks if directed to do so in writing by SafetyCulture;

  • must not use the trademarks in a (1) misleading or disparaging manner; (2) way that implies SafetyCulture endorses, sponsors or approves of any party’s products or services (unless authorised in writing by SafetyCulture separately); (3) in violation of applicable law.

11. General

• The Developer Tools (including the SafetyCulture APIs) is provided on an “as is” basis, and SafetyCulture does not make any representation or warranty (express or implied) in respect of the Developer Tools, or any other goods or services provided by SafetyCulture to the Partner, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Developer Tools will be uninterrupted or error free, or that all defects will be corrected. SafetyCulture has no obligation to provide maintenance or support for the Developer Tools or the Integrations or to fix any errors or defects.

• To the extent permitted by applicable law, the aggregate liability of SafetyCulture for any damages arising from or related to this Agreement is limited to $10,000.

Commercial Schedule

1. Benefits

• The Partner Status attributable to the Partner is that which is identified in the Schedule of Benefits set out in Section 2.

• The Partner will receive the benefits based on the Deal Type and, if applicable, the Partner Status. These may include:

  • a Customer Discount;

  • a Partner Discount;

  • the Commission Amount in respect of the Total Revenue attributable to the Partner; and

  • all other benefits as may be notified by SafetyCulture to the Partner from time to time.

• The Customer Discount and Partner Discount can be used by applying the coupon code made available to the Partner or requesting SafetyCulture to establish the account via email. The relevant discount will remain valid for long as the Customer remains a paying SafetyCulture Customer, unless otherwise agreed in writing by SafetyCulture.

• The Partner will be paid the Commission Amount in the currency specified in the partner sign-up form. Where the Customer is billed in a currency other than that which has been specified in the partner sign-up form, SafetyCulture will make the applicable currency conversions for the Partner’s Commission Amount payment in accordance with SafetyCulture’s standard currency conversion practice.

• The Partner must meet the Minimum New Sales Threshold attributable to its Partner Status in each successive 12-month period. For the purposes of determining the Minimum New Sales Threshold, “New Sales” means any net-new sales of the SafetyCulture Products to customers and for the avoidance of doubt, excludes renewals from existing Customers.

• If the Partner does not meet the Minimum New Sales Threshold in a 12-month period, it will be downgraded to the applicable Partner Status (including all benefits attributable to the lower Partner Status) for the next 12-month period. For example, if the Partner is a GOLD Status member and does not refer or resell at least $30,000 in a 12-month period, it will be downgraded to a SILVER Status member, which would include its benefit being reduced. For the avoidance of doubt, if the Partner is a SILVER status member it will not be downgraded and will remain a SILVER status member for so long as the Agreement is on foot.

• If the Partner meets a higher Partner Status New Sales Threshold in a 12-month period, the Partner will be immediately upgraded to the applicable Partner Status (including all benefits attributable to the higher Partner Status) for the next 12-month period. For example, if the Partner is a GOLD Status member and refers or resells at least $250,000 in a 12-month period, it will be upgraded to a PLATINUM Status member, which would include its benefit being increased. For the avoidance of doubt, if the Partner is a PLATINUM Status member and maintains the Minimum New Sales Threshold, it will continue to be a PLATINUM Status member.

2. Schedule of Benefits

* In the case of a Referral, Benefit refers to the Commission Amount payable by SafetyCulture to the Partner. In the case of Resale, Benefit refers to the Partner Discount available to the Partner. For the avoidance of doubt, submission of Leads is only available in respect of Referrals.