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PrintSage Partner Referral Agreement.

This Partner Referral Agreement (this “Agreement”) between PrintSage Inc. (“PrintSage,” “Company,” “we,” “our,” or “us”) and you (the “Partner”) describes how we will work together and other aspects of our business relationship.

This Agreement applies to your participation in the PrintSage Partner Referral Program (the “Partner Program”). These terms are important, and you may participate in the Partner Program only if you agree to them.

We may periodically update these terms. If we update or replace this Agreement, we will notify you through electronic means, which may include an in-app notification or email. If you do not agree to an update, you may terminate your participation as described below.

For purposes of this Agreement, “Partner Platform” means the platform or software that PrintSage makes available to you to manage your participation in the Partner Program, including referral tracking and commission information.

1. Non-Exclusivity

This Agreement does not create an exclusive relationship between you and PrintSage. Both you and PrintSage may recommend, promote, or work with other companies that provide similar or competing products or services.

2. Partner Acceptance

To become a Partner, you must complete an application through the Partner Platform or other method designated by PrintSage.

PrintSage will review your application and notify you whether you have been accepted into the Partner Program. We may request additional information or require you to complete certain requirements before accepting your application.

If we do not notify you that you have been accepted within thirty (30) days after your application, your application will be considered rejected.

If accepted, this Agreement will apply until terminated in accordance with its terms.

You must comply with this Agreement and any applicable Partner Program policies at all times.

3. Partner Referrals

Partner may refer prospective customers to PrintSage through a Partner referral link, direct introduction, referral form, or another method approved by PrintSage.

A “Partner Referral” means a prospective customer referred to PrintSage by Partner.

A Partner Referral will generally be eligible for commission if:

  • The prospect is a new potential customer of PrintSage;
  • The prospect is not an existing PrintSage customer;
  • The prospect was not already in PrintSage’s active sales process before the referral;
  • The referral can reasonably be attributed to Partner; and
  • The prospect completes a qualifying transaction with PrintSage within the applicable referral period.

PrintSage may determine in its reasonable discretion whether a referral is valid and eligible for commission.

If multiple Partners refer the same prospect, PrintSage will determine which Partner, if any, receives credit based on the referral tracking and attribution rules applicable to the Partner Program.

PrintSage may engage directly with any Partner Referral and will have sole discretion regarding whether to contact, negotiate with, accept, or provide services to any Partner Referral.

4. Partner Eligibility and Requirements

To be eligible to participate as a Partner, you must not be a competitor of PrintSage or its affiliates unless expressly approved by PrintSage.

As a Partner, you represent, warrant, and agree that you will:

  1. Use commercially reasonable efforts to promote PrintSage in accordance with this Agreement;
  2. Conduct business in a competent and professional manner that reflects favorably on PrintSage, its services, goodwill, and reputation;
  3. Avoid deceptive, misleading, fraudulent, or unethical practices;
  4. Not make false, misleading, or unauthorized representations, warranties, or guarantees regarding PrintSage or its services;
  5. Comply with all applicable laws and regulations;
  6. Obtain all registrations, approvals, consents, and permissions necessary for your activities under this Agreement; and
  7. Comply with any reasonable Partner training or certification requirements established by PrintSage.

5. Authority

Partner has no authority to distribute, resell, or bind PrintSage to any agreement or obligation unless expressly authorized in writing by PrintSage.

Partner may not make commitments, promises, warranties, guarantees, pricing commitments, or other representations on behalf of PrintSage that are not expressly authorized by PrintSage.

Partner is solely responsible for any unauthorized representation or commitment it makes regarding PrintSage or its services.

6. Acceptance and Validity of Partner Referrals

Partner will be eligible for commission only for qualifying customer transactions that are properly attributed to Partner and accepted by PrintSage under the Partner Program.

A Partner Referral will not be considered valid if the prospect:

  1. Is already an existing PrintSage customer;
  2. Was already in PrintSage’s active sales process before the referral;
  3. Was previously referred by another Partner and is properly attributed to that Partner; or
  4. Does not complete a qualifying transaction within the applicable referral period.

PrintSage may reject a Partner Referral in its reasonable discretion.

A referral submitted after termination of this Agreement will not qualify for commission.

7. Commission and Payment

Partner will receive commissions for qualifying transactions generated from eligible Partner Referrals in accordance with the commission terms displayed in the Partner Platform or applicable Partner Program policies.

Unless otherwise specified:

  • Commission Rate: 15%
  • Commission Period: First twelve (12) months following the customer’s initial qualifying transaction.

Commission will be calculated based on Net Revenue actually received by PrintSage from qualifying services.

“Net Revenue” means amounts actually collected by PrintSage, excluding taxes, refunds, credits, chargebacks, shipping charges, discounts, and amounts that are not ultimately collected.

Partner must:

  1. Accept this Agreement;
  2. Complete its Partner Platform account;
  3. Maintain a valid payment method;
  4. Provide any required tax documentation; and
  5. Meet any other payment requirements established by PrintSage or the Partner Platform.

Commissions will be paid according to the payment schedule established through the Partner Platform.

PrintSage may change commission rates or qualifying services prospectively by providing notice through the Partner Platform or email.

8. Commission Adjustments and Forfeiture

PrintSage may adjust, reverse, or withhold commissions resulting from:

  • Refunds;
  • Cancellations;
  • Chargebacks;
  • Customer non-payment;
  • Fraudulent transactions;
  • Duplicate or test transactions;
  • Self-referrals;
  • Improper attribution;
  • Transactions generated through prohibited activities; or
  • Violations of this Agreement or Partner Program policies.

Partner is not entitled to commission on transactions involving Partner itself, its owners, employees, or related entities unless expressly approved by PrintSage.

If PrintSage has already paid a commission that is subsequently reversed or determined to be invalid, PrintSage may deduct the amount from future commissions or request repayment from Partner.

9. Third-Party Payment Processors

PrintSage may use third-party payment processors or Partner platforms to facilitate commission payments.

Partner is responsible for providing accurate and current payment and contact information.

PrintSage will not be responsible for payments delayed or returned because Partner provided incorrect or outdated information.

10. Taxes

Partner is responsible for all taxes, fees, and other obligations associated with commissions received under this Agreement.

PrintSage may require Partner to provide appropriate tax documentation before making payments.

PrintSage may offset commissions against amounts owed by Partner to PrintSage.

11. Marketing and Promotion

Partner may promote PrintSage using approved marketing materials, referral links, trademarks, logos, and other materials provided or approved by PrintSage.

Partner must not:

  1. Make false or misleading statements about PrintSage;
  2. Misrepresent PrintSage’s pricing, services, fees, production times, shipping times, guarantees, or policies;
  3. Represent that Partner is an employee, agent, official representative, or authorized reseller of PrintSage;
  4. Use deceptive advertising or marketing practices;
  5. Use spam, unsolicited bulk email, fake accounts, bots, cookie stuffing, hidden links, or artificial traffic-generation methods;
  6. Purchase advertising using PrintSage trademarks or confusingly similar terms without prior written approval;
  7. Register domains or social media accounts that imply an official relationship with PrintSage without approval;
  8. Use purchased, scraped, or unlawfully obtained personal information to generate referrals;
  9. Offer unauthorized discounts, incentives, or rebates; or
  10. Engage in any activity that violates applicable law or could reasonably damage PrintSage’s reputation.

Partner must clearly disclose its relationship with PrintSage when required by applicable law or advertising regulations.

12. Training and Support

PrintSage may provide Partners with training, webinars, documentation, marketing materials, or other resources.

PrintSage may modify or discontinue these resources at any time.

Partner is responsible for ensuring that its employees, representatives, and contractors involved in promoting PrintSage comply with this Agreement.

13. Quality Control

Partner’s use of PrintSage services, trademarks, logos, and marketing materials must conform to standards established by PrintSage.

PrintSage may require Partner to modify or discontinue any marketing material or activity that PrintSage reasonably believes is inaccurate, misleading, unauthorized, or harmful to PrintSage’s reputation.

14. Trademarks

Partner may use PrintSage’s trademarks and logos only as expressly authorized by PrintSage.

Partner must:

  1. Use only approved versions of PrintSage trademarks;
  2. Follow PrintSage’s trademark usage guidelines;
  3. Use PrintSage trademarks only in connection with the Partner Program; and
  4. Immediately discontinue use when requested by PrintSage.

Partner must not:

  1. Use PrintSage trademarks in a misleading or disparaging manner;
  2. Suggest that PrintSage endorses or sponsors Partner’s products or services;
  3. Alter PrintSage trademarks without permission; or
  4. Use PrintSage trademarks in connection with unlawful or inappropriate content.

Partner grants PrintSage a non-exclusive, royalty-free right to use Partner’s name and logo solely to identify Partner as a participant in the Partner Program and for reasonable promotional purposes.

15. Intellectual Property

PrintSage and its licensors retain all rights, title, and interest in and to PrintSage’s services, technology, trademarks, logos, marketing materials, websites, content, and other intellectual property.

Except for the limited rights expressly granted under this Agreement, no license or other rights are granted to Partner.

Partner may not copy, modify, reproduce, distribute, sell, sublicense, reverse engineer, or otherwise exploit PrintSage’s intellectual property without authorization.

Any goodwill resulting from Partner’s authorized use of PrintSage trademarks will benefit PrintSage.

Partner feedback, comments, and suggestions regarding PrintSage may be used by PrintSage without compensation or restriction, provided that PrintSage does not disclose Partner’s Confidential Information.

16. Confidentiality

“Confidential Information” means non-public information disclosed by either party relating to its business, customers, suppliers, products, technology, pricing, financial information, operations, plans, processes, or other proprietary information.

Confidential Information does not include information that:

  1. Is publicly available through no breach of this Agreement;
  2. Was lawfully known before disclosure;
  3. Is independently developed without use of Confidential Information;
  4. Is lawfully received from a third party; or
  5. Must be disclosed by law.

Each party will use the other’s Confidential Information only for purposes of this Agreement and will take reasonable measures to protect it.

17. Customer and Personal Information

Partner must comply with applicable privacy and data protection laws when collecting or providing information about prospective customers.

Partner represents that it has the necessary rights and permissions to provide Partner Referral information to PrintSage.

Partner must not provide PrintSage with personal information obtained unlawfully or through deceptive means.

PrintSage may use information provided through the Partner Program to contact and communicate with prospective customers in accordance with applicable law and PrintSage’s privacy policies.

18. Term and Termination

18.1 Term

This Agreement will remain in effect while Partner participates in the Partner Program unless terminated under this Section.

18.2 Termination Without Cause

Either party may terminate this Agreement upon fifteen (15) days’ written notice to the other party.

18.3 Termination for Cause

PrintSage may terminate this Agreement immediately or upon written notice if Partner:

  1. Materially breaches this Agreement;
  2. Engages in fraudulent, deceptive, unlawful, or misleading activities;
  3. Misuses PrintSage’s trademarks or intellectual property;
  4. Violates applicable advertising, privacy, or marketing laws;
  5. Provides materially false or misleading information;
  6. Becomes insolvent or enters bankruptcy; or
  7. Acts in a manner that PrintSage reasonably believes may negatively affect PrintSage, its customers, or its reputation.

18.4 Effect of Termination

Upon termination, Partner must immediately:

  1. Stop representing itself as a PrintSage Partner;
  2. Stop using PrintSage trademarks, referral links, and marketing materials; and
  3. Remove PrintSage promotional materials from websites and other channels under Partner’s control.

Commissions earned before termination will remain payable in accordance with this Agreement.

Unless otherwise agreed in writing, no new commissions will accrue after termination.

Termination of this Agreement does not terminate any separate agreement between PrintSage and a customer.

19. Partner Representations and Warranties

Partner represents and warrants that:

  1. Partner has the authority to enter into this Agreement;
  2. Participation in the Partner Program does not violate any other agreement applicable to Partner;
  3. Partner will comply with all applicable laws and regulations;
  4. Partner has obtained all necessary permissions and consents for its referral and marketing activities;
  5. Partner will not knowingly provide false or misleading information to PrintSage; and
  6. Partner will not infringe the rights of any third party while participating in the Partner Program.

20. Indemnification

Partner will indemnify, defend, and hold harmless PrintSage and its officers, directors, employees, agents, affiliates, licensors, and service providers from third-party claims, damages, losses, liabilities, costs, and reasonable attorneys’ fees arising from:

  1. Partner’s breach of this Agreement;
  2. Partner’s violation of applicable law;
  3. Partner’s deceptive, misleading, fraudulent, or unlawful marketing activities;
  4. Partner’s unauthorized representations regarding PrintSage;
  5. Partner’s misuse of PrintSage intellectual property;
  6. Partner’s violation of applicable privacy or marketing laws; or
  7. Partner’s negligence or willful misconduct.

21. Disclaimers and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRINTSAGE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PARTNER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

22. General

22.1 Program Changes

PrintSage may update or modify the Partner Program, Partner Program policies, referral rules, or commission structure prospectively. Notice may be provided through the Partner Platform or email.

22.2 Force Majeure

Neither party will be responsible for failure or delay caused by events beyond its reasonable control, including natural disasters, war, government actions, labor disruptions, power failures, internet outages, or other similar events.

22.3 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship.

Partner has no authority to bind PrintSage.

22.4 Compliance With Applicable Laws

Partner will comply with all applicable laws and regulations relating to its participation in the Partner Program, including advertising, privacy, consumer protection, email marketing, intellectual property, and applicable trade laws.

22.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect.

22.6 Notices

Notices may be provided by email or through the Partner Platform.

Notices to Partner will be sent to the email address associated with Partner’s account.

Notices to PrintSage should be sent to:

PrintSage
3550-B E Jurupa St
Ontario, CA 91761
Email: support@printsage.com

22.7 Entire Agreement

This Agreement, together with the applicable Partner Program policies and Commission Schedule, constitutes the entire agreement between PrintSage and Partner regarding the Partner Program and supersedes prior agreements or understandings relating to the Program.

22.8 Assignment

Partner may not assign or transfer this Agreement without PrintSage’s prior written consent.

PrintSage may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, sale of substantially all of its assets, or similar transaction.

22.9 No Third-Party Beneficiaries

Nothing in this Agreement is intended to create rights or benefits for any third party.

22.10 Authority

Each party represents that it has the authority to enter into this Agreement and that this Agreement is binding upon it.

22.11 Survival

The provisions concerning commissions earned, intellectual property, confidentiality, customer and personal information, indemnification, limitation of liability, and other provisions that by their nature should survive termination will survive termination of this Agreement.