Spryng.io Professional Partner Program Agreement

Version: 1.0
Effective Date: January 1, 2019

 

PLEASE READ THIS SPRYNG PROFESSIONAL PARTNER PROGRAM AGREEMENT CAREFULLY.

 

This is a contract between you (the “Spryng Partner”) and us (Spryng). It describes how we will work together and other aspects of our business relationship. It is an element of our Terms of Service, and by participating in our Spryng Professional Partner Program (the “Partner Program”), you are agreeing to these terms and also agree to abide by the Partner Program Policies published on our Site (“Program Policies”) at http://spryng.io/partners/

 

This Agreement both incorporates by reference and is hereby incorporated by reference into the Terms of Service. Capitalized terms not defined in this document are defined elsewhere in the Terms of Service, or have the meanings given such terms on the Platform.

 

We may periodically update our Program Policies and these terms, and we will let you know when we do via an in-app notification and / or an e-mail to your registered address.

1.  IMPORTANT DEFINITIONS

“Active Partner” means that you (i) are a User under an active Spryng Professional Account, (ii) meet the qualifications of Certification as set forth in Section 2.2 below, and (iii) have .

 

“Agreement” means this Spryng Professional Partner Program Agreement, the Terms of Service, and all materials referred or linked to in here.

 

“Discounted Price” means the discounted pricing for a Marketplace Product, if any, extended to Spryng Forward Account holders as set displayed within the Spryng Partner’s view of Marketplace listings when logged into his / her Account. Spryng and / or the Publishers of Spryng Products reserve the right to change such pricing at any time.

 

“Earnings Dashboard” means the internal earnings reporting page available to authorized Users of a Spryng Partner Account.

 

“End User” means the authorized actual user of Spryng Marketplace Products, or the party on whose behalf you procure Marketplace Products.

 

“End User Data” means all information that End User, or you acting on End User’s behalf, submits or collects via the Marketplace Products and all materials that End User, or you acting on End User’s behalf, provides or posts, uploads, inputs or submits for public display through the Marketplace Products.

 

“Inactive Partner” means that you do not meet the criteria of an Active Partner (defined above.)

 

“List Price” means the standard pricing for the Spryng Product as listed in the Spryng Marketplace. Spryng and / or the Publishers of Spryng Products reserve the right to change such pricing at any time. We will not, however, apply any price change to items contained within a pending Proposal provided the Proposal is accepted within thirty (30) days after such price change.

 

“Net Revenue” means .

 

“Partner Account” means a Spryng Partner Program account.

 

“Partner Tier” means the level of Program Partner included in the Program Policies.

 

“Partner Transactions” means those transactions that are eligible for a Revenue Share as set forth in this Agreement.

 

“Program Policies” means the policies applicable to partners which we have published at http://spryng.io/partners.

 

“Revenue Generating Activity” means a revenue generating activity carried out by a Program Partner, including the following:

(i) TBD

(ii) TBD

(iii) TBD

A Revenue Generating Activity will be attributed to Partner on TBD

 

“Revenue Share” means.

 

“You,” “Partner,” “Spryng Partner,” “Spryng Professional Partner” and “SPP” mean the party, other than Spryng, entering into this Agreement and participating in the Spryng Professional Partner Program.

 

2.  PARTICIPATION

 

Members of the Partner Program shall have the right to sell products and services in the Spryng Marketplace, receive discounts on their non-owned products sold through the Marketplace, and otherwise benefit from the revenue sharing advantages associated with the Partnership Tier to which they belong, all as set forth in more detail herein and within the Program Policies.

 

2.1   EFFECTIVE DATE
Your participation in the Partner Program takes effect when: (a) you satisfy the qualification requirements of a Spryng Professional Partner (“SPP”) as set forth in our Program Policies, (b) the organization to which your User Account belongs has an active subscription to a Spryng Professional Plan, and (c) Spryng’s Partner Program Director issues a written notice of certification.

 

2.2   CERTIFICATION
Certified SPPs may require additional actions to maintain status as an SPP, including continuing certification requirements as specified from time to time.  SPPs must meet all continuing certification requirements to maintain the certification.

 

From time to time, Spryng, in its sole discretion, may change or modify certification requirements (either initial or continuing) or other elements of the Program.  Spryng will use commercially reasonable efforts to notify SPPs by sending an email to the email address you register with Spryng of any changes or modification to the certification requirements for any certifications.  To maintain certification, the SPP must comply with the changed requirements within the period of time set out in the applicable notice or the relevant Program Policy.

 

If we make any change to the Partner Program with which you do not agree, you may terminate this Agreement and your participation in the Partner Program as set forth herein.

 

Any failure to comply with continuing requirements or changed requirements will result in termination of the Agreement as set forth herein (Term and Termination) and termination of the SPP’s certification.

 

2.3   NON-EXCLUSIVITY
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

 

3.  YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

3.1   NO CONFLICTS
Your participation in this Partner Program will not conflict with any of your existing agreements or arrangements.

 

3.2   AUTHORITY
You own or have sufficient rights to use and to grant to us our right to use any Partner Marks, and you further represent and warrant that you shall not make representations, warranties, or guarantees to customers on behalf of Spryng.

 

3.3 REPUTATION
All products you publish to the Marketplace, all services you provide and all business you conduct as an SPP shall (i) not harm the reputation of Spryng and its products and (ii) not be deceptive, misleading, or unethical.

 

3.4 COMPLIANCE WITH PROGRAM POLICIES
You will comply with the terms and conditions of this Agreement at all times, including the Program Policies, which are incorporated herein by reference. The Program Policies may include requirements that Partner must complete in order to qualify for a certain Partner Tier and may also require that Partner purchase certain products or services to participate in the Partner Program.

 

3.5 COMPLIANCE WITH THE LAW
You shall comply with all applicable federal and local laws and regulations (including, but not limited to laws regulating your professional status and licensing requirements and U.S. export regulations) and all other applicable governmental laws, statutes and regulations and shall comply with all intellectual property and proprietary rights protections for Spryng’s software, methodologies, and other products or services.

 

You represent and warrant that you shall not disassemble, decompile, reverse engineer, or otherwise reduce or seek to derive the object code for Spryng’s software and/or tools to a human readable (source code) form.

 

4.  MARKETPLACE TRANSACTIONS

4.1   MARKETPLACE PRODUCTS
We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to: (i) custom design, package and request publication to the Marketplace of Platform capabilities such as Initiatives and Insights (ii) demonstrate, promote and resell Spryng Subscription Services and Other Products to your prospects and customers, and (iii) to use the Platform’s Proposal feature to prepare, submit, track, finalize and process payments for Service Agreements with your customers, whether or not the products and services detailed therein relate to use of the Spryng Platform.

 

4.2   REVENUE SHARE
We gra

 

4.2.1   OWNED MARKETPLACE PRODUCTS
TBD

 

4.2.2   NON-OWNED MARKETPLACE PRODUCTS
TBD

 

4.2.3   SUBSCRIPTION SERVICES
TBD

 

4.2.4   SERVICE AGREEMENTS
TBD

 

5.  DISTRIBUTIONS

5.1   REQUIREMENTS FOR ALL DISTRIBUTIONS
In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all information in our account information area; and (iii) submitted to us the necessary tax documents (i.e., a completed Form W-9 for U.S.-based Partners, or Form W-8BEN or W-8BEN-E (instructions here) for non-U.S. based Partners).

 

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in above remain outstanding for six (6) months immediately following the close of a Partner Transaction, then your right to receive Revenue Share arising from any and all Partner Transactions with the associated End User will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Revenue Share associated with a Forfeited Transaction. Once you comply with all of the requirements in this, then you will be eligible to receive Revenue Share on Partner Transactions, as long as these Partner Transactions do not involve the same End User associated with a Forfeited Transaction.

 

5.2   DISTRIBUTION SCHEDULE
There are two types of earnings TBD

 

5.2.1   DISTRIBUTIONS RELATED TO REVENUE SHARES
We, or one of our affiliates, will pay the Revenue Share amount due to you within forty-five (45) days after the end of each fiscal quarter in an amount equal to the Net Revenue we recognize as revenue from Partner Transactions during such quarter TBD

 

For example, TBD<

 

If we update this Agreement to include additional products for which you are eligible to earn Revenue Share, the obligation to pay this additional Revenue Share amount will apply starting on the first day of the month when the additional product was included in the Agreement.

 

We may apportion a Revenue Share if more than one SPP has contributed to the close of a transaction.

 

5.2.2   DISTRIBUTIONS RELATED TO SERVICE AGREEMENTS
TBD

 

5.3   CURRENCY
We will determine the currency in which we make distributions, which typically will be in US Dollars. The currency in which the distribution is made in may be different from the currency that applies to the Partner Transaction.

 

5.4   TAXES
You are responsible for payment of all taxes applicable to the Revenue Share. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

 

5.5   PARTNER PAYMENT OBLIGATIONS
In the event you placed the order with us for an End User, for payments made by credit card, you will provide us with valid and updated credit card information or bank account information. You authorize us and our affiliates to charge your credit card or bank account for all fees payable. You also authorize us and our affiliates to use a third party to process payments, and consent to the disclosure of your payment information to such third party. For payments made by invoice, all amounts invoiced are due and payable within thirty (30) days from the date of the invoice.

 

In the event you placed the order with us for an End User, if you do not pay fees due for an End User’s account within fifteen (15) days after notice of non-payment from us or our affiliate, (i) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (ii) we may suspend the Spryng Products while any payment is delinquent. We may also terminate or suspend the End User’s access to the Spryng Products and/or to initiate direct communication with the End User.  Notwithstanding the expiration or earlier termination of this Agreement, you remain obligated to pay all fees due for our provision of the Spryng Products to End Users in connection with an order placed with us by you for an End User. If you placed the order with us for an End User, you will have sole responsibility for invoicing and collecting fees for the HubSpot Products from the End User. Your obligation to pay fees to us is not conditioned upon your receipt of payment from the End User.

 

6.  TRAINING AND SUPPORT

6.1   PARTNER TRAINING AND SUPPORT
We will make available to you, without charge, all resources contained in http://www.spryng.io/partners.

 

You may be eligible to receive certain technical support offerings as described in the Program Policies. Such technical support program offerings are provided under our technical support policies in effect at the time the support is provided. We may also choose to make benefits or offerings available dependent on the applicable Partner Tier and status. We may change or discontinue any or all parts of the Spryng Professional Partner Program benefits or offerings at any time without notice.

 

6.2   END USER TRAINING AND SUPPORT
If you sell a Spryng Care Premier or Premier Plus Support package for an End User, we will collaborate with you and make commercially reasonable efforts to share in the customization and delivery of the end user on-boarding and training associated with such package.  We may need to communicate directly with any End User about use of the Spryng Products and any support issues experienced.

 

In the event you placed an order with us for Subscription Services for which End User or standard on-boarding is not included in a Partner Transaction, you will be responsible for all End User questions and requests for additional support or training for the Spryng Products. In such an event, you may consult with us with regards to providing support to End Users, but we will only provide the level of direct support the End User is entitled to receive as part of our standard Spryng Care program.

 

6.3   EARLY ADOPTER ACCESS
If we make new features and capabilities available to you as part of an early adopter program, then you will use those features and capabilities solely for your education, demonstration and evaluation purposes only, and you are not permitted to use it for any other purpose.  You will not lease, distribute, license, sell or otherwise commercially exploit the capabilities.

 

As indicated in the Terms of Service, you will comply with our Acceptable Use Policy with respect to your use of new features and capabilities exposed to you under such a program.  We reserve the right to suspend, modify, or discontinue any or all part of the capabilities at any time without prior notice to you.

 

7.  OPTIONAL PARTNER PROGRAMS

We may from time to time offer you Optional Partner Programs. If you choose to use any Optional Partner Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Partner Programs.

If the Optional Partner Programs include our making certain promotions available to our partners, you will: (i) only market and promote the promotion individually within a distinct sales process, and not engage in any form of mass marketing of the promotion, and (ii) follow all the other terms and criteria applicable to that specific promotion as we designate.  

We may discontinue all or a portion of any Optional Partner Programs at any time.

8.  TRADEMARKS

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Spryng Professional Partner Program and this Agreement.

During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Partner Program and this Agreement; and (iii) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

9.  PROPRIETARY RIGHTS

9.1   SPRYNG PROPRIETARY RIGHTS
No license to any software is granted by this Agreement. Marketplace Products are protected by intellectual property laws. The Marketplace Products belong to and are the property of the Publishers of those products. Publishers retain all ownership rights in the Marketplace Products.

 

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Spryng Content or the Marketplace Products in whole or in part, by any means, except as expressly authorized in writing by us. Spryng, our logo design, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

 

We encourage all customers and partners to comment on the Marketplace Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Marketplace Products, without payment to you.

 

9.2   END USER’S PROPRIETARY RIGHTS
As between you and End User, End User retains the right to access and use the Platform regardless of whether you placed the order with us for an End User or made or make payments for an End User. End User will own and retain all rights to the End User Data. If we deem it to be necessary based on the relationship status between you and the End User or the particular situation, we may communicate directly with the End User and/or may transfer ownership of the Platform and other associated Marketplace Products to the End User.

 

10.  CONFIDENTIALITY

For purposes of this Partner Agreement, the definition of “Confidential Information” set forth in the Terms of Service is expanded to include all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Spryng customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  

The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

11.  TERM AND TERMINATION

11.1   TERM
This Agreement will apply for as long as you qualify for and participate in the Spryng Professional Partner Program, until terminated.

 

11.2   TERMINATION WITHOUT CAUSE
Both you and we may terminate this Agreement on sixty (60) days written notice to the other party.

 

11.3   TERMINATION OF INACTIVE PARTNERS
If you are an Inactive Partner, then we may terminate this Agreement on thirty (30) days written notice to you.  If, within twenty-one (21) days from the date of such notice, you present us with a plan that will result in you becoming an Active Partner, we will consider this plan in good faith. We may then choose to notify you in writing that we withdraw our notice of termination, in which case the Agreement will not terminate.

 

11.4   TERMINATION FOR CAUSE
We may terminate this Agreement and/or suspend your or an End User’s access to the Spryng Products: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if the End User violates the Terms of Service or applicable local, state, federal, or foreign laws or regulations, (v) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

 

11.5   EFFECTS OF EXPIRATION/TERMINATION
Expiration of this Agreement, and termination of this Agreement without cause by us or by you with cause, shall not affect our obligation to pay you a Revenue Share, so long as the related payment by the End User is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on End User payments recognized by us after thirty (30) days after the date of such termination or expiration.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Revenue Share will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Revenue Share prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Revenue Share after expiration or termination of this Agreement.

 

Upon termination or expiration, you will immediately discontinue all use of our trademark, and will remove all Spryng badges and Partner Tier information and references from your website(s) and other collateral. Termination or expiration of this Agreement shall not cause your or an End User’s subscription agreement to be terminated.

 

12.  INDEMNIFICATION

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Spryng Professional Partner Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of Optional Partner Programs, (e) your use of the Test Site, or (f) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

13.  DISCLAIMERS; LIMITATIONS OF LIABILITY

13.1   DISCLAIMER OF WARRANTIES
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SPRYNG PRODUCTS, SPRYNG CONTENT, THE SPRYNG PROFESSIONAL PARTNER PROGRAM, THE OPTIONAL PARTNER PROGRAMS OR THE TEST SITE FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE TEST SITE MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SPRYNG PRODUCTS, OPTIONAL PARTNER PROGRAMS , AND TEST SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SPRYNG PRODUCTS,  THE OPTIONAL PARTNER PROGRAMS AND THE TEST SITE INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

13.2   NO INDIRECT DAMAGES
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

 

13.3   LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED PARTNER TRANSACTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

 

13.4   TEST SITE AND OPTIONAL PARTNER PROGRAMS
WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE TEST PORTAL AND THE OPTIONAL PARTNER PROGRAMS THAT YOU USE.

 

14.  NON-SOLICITATION

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.  Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

15.  GENERAL

15.1   PERMITTED ACTIONS
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

 

15.2   RELATIONSHIP OF THE PARTIES
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

 

15.3   COMPLIANCE WITH APPLICABLE LAWS
You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.

 

Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to some of the Spryng Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Spryng Products to prohibited countries or individuals or permit use of the Spryng Products by prohibited countries or individuals.

 

15.4   DATA PROCESSING
To the extent that any Personal Data is processed in connection with the Spryng Professional Partner Program, the terms set forth in Exhibit A, which are hereby incorporated by reference, shall apply.

 

15.5   ASSIGNMENT
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

 

15.6   THIRD PARTY BENEFICIARIES
Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

15.7   NO LICENSES
We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Spryng Products, our trademarks, or any other property or right of ours.

 

15.8   SALES BY SPRYNG
This Agreement shall in no way limit our right to sell the Spryng Products, directly or indirectly, to any of your current or prospective customers.

Exhibit A – Spryng Data Processing Addendum

(Spryng Professional Partners)

 

This Data Processing Addendum (“Addendum”) sets out additional terms that apply as between Spryng and Partner when processing EEA personal data in connection with the Spryng Professional Partner Program.  This Addendum forms part of the Spryng Professional Partner Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Spryng Professional Partner Program Agreement (the “Agreement”) and Terms of Service unless otherwise defined in this Addendum.  

Definitions

(a) “controller,” “processor,” “data subject,” and “processing” (and “process”) shall have the meanings given to them in Applicable Data Protection Law;

 

(b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time);

 

(c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and

 

(d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.

Purposes of Processing  

The parties acknowledge that in connection with the Spryng Professional Partner Program, each party may provide or make available to the other party Personal Data.  Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.

 

Relationship of the Parties

Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, Spryng shall be an independent controller of any Personal Data that it receives or shares with Partner in connection with the Partner Program.

Compliance with Law

Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data.  Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.

International Transfers  

Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU  unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent Partner transfers EU Personal Data to Spryng and Spryng is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), Spryng agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at:

 

http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915

 

(as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. Spryng agrees that it is a “data importer” and Partner is the “data exporter” under the Model Clauses (notwithstanding that Spryng may be an entity located outside of the EEA).

Security

Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorised disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.