Advocacy Program Agreement

A. Aim of the Advocacy Program

The Keypup Advocacy Program is designed to share experiences of Customers using the Keypup services to the wider community, with the view to provide independent reviews and assessments of the Keypup platform and services to an audience of potential users and customers.

B. Non-Exclusivity

ThisAgreement does not create an exclusive agreement between you and us. You will have the right to be a part of other advocacy programs, including of competitors of Keypup, and we will have the right to accept anyone else in ourAdvocacy Program at our sole discretion.

C. Advocate Acceptance

Once you complete an application to become an Advocate, we will review your application and notify you whether you have been accepted to participate in the AdvocacyProgram, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information.

If we do not notify you that you are accepted to participate in the Advocacy Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Advocacy Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.  Further, you will need to complete any enrolment criteria set out in the Program Policies Page, if applicable.

Failure to complete any enrolment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Advocacy Program.

You will comply with the terms and conditions of this Agreement at all times, including any applicable program policies.

D. Obligations of the Advocate

Your obligations as an Advocate depend on the level of advocacy you have elected, presented in section E below. For each level, you will be required to provide relevant materials for us to be able to publish your advocacy statement.
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Your Keypup advocacy partner will assist you with providing us with all the relevant materials. Your obligations are considered fulfilled when we notify you of a successful publication of your advocacy statement. Fulfilling your Advocate obligations entitle you to the gratifications presented in section I herein.  

E. Advocacy Levels

You may choose among any of the following five (5) advocacy levels.

A full case study is dedicated to you and can be publicly used by Keypup. The case study includes answers to questions, a photograph of the Admin of your Keypup user account, the use of their name and job title, the use of your company name and logo.

The case study can be published on our website and used by us in promotional material atour sole discretion.

Should you choose this level of advocacy, you will have a right of review of the final version of the case study prior to any publication and use by us. Only after receiving your consent regarding the content of the Case Study will we be able to use it in any marketing activity of our choosing.

We will direct you to leave an independent review on a public platform of our choosing. Whilst we will choose the platform, it is independent from us and we have no affiliation with such platform.

We will require that you send us evidence of your review being published to consider your obligations regarding this level as fulfilled.

You provide us with a quote related to your experience using the Keypup services, and their usefulness to you. Providing a quote also includes providing a photograph of the Admin of your Keypup user account, the use of their name and job title, the use of your company name and logo.

The quote can be published on our website and used by us in any promotional material and activity at our sole discretion.

You provide us with the logo and name of your company and authorize us to publish it on our website and any promotional material at our sole discretion.

You refer at least one new Customer to us. You use a referral URL we provide you with, or a form in an email to get a new user who is not a member of your company to subscribe to Keypup.

Once this user selects a paid plan on Keypup, our obligations are deemed as fulfilled.

F. Trademarks

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

G. Relationship of the parties

You and us expressly agree that this agreement is formed on an independent basis. It is acknowledged that this Agreement does not create a partnership, joint venture, or agency relationship between us.

H. Proprietary Rights

No license to any software is granted by this Agreement. The Keypup products are protected by intellectual property laws. The Keypup products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Keypup products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Keypup content, or the Keypup products in whole or in part, by any means, except as expressly authorized in writing by us.

Keypup, the Keypup logos and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission. We encourage all Customers, advocates and partners to comment on the Keypup 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 Keypup products, without payment to you.

Keypup agree not to copy, rent, lease, sell, distribute, or create derivative works based on your content, or your products in whole or in part, by any means, except as expressly authorized in writing by you.

I. Gratifications

We acknowledge that participating to the Advocacy Program demands some time and effort from you. This is why we offer the following gratifications for our Advocates.

All Advocates providing us with a Logo, as defined in section E.5. herein will receive two (2) free dashboard setups with up to 5 metrics each. Advocates will have to contact us via email or chat to organize such setup.

Advocates providing a Case Study as defined in section E.1. herein will receive a 30% discount on an annual subscription for one (1) year.

Advocates providing a Review as defined in section E.2. herein will receive a 25% discount on an annual subscription for one (1) year.

Advocates providing a Quote as defined in section E.3. herein will receive a 30% discount on their next three (3) months of subscription.

Advocates referring a new Customer to us as defined in section E.4. herein will receive a 40% discount on an annual subscription for one (1) year.

Should the Agreement between us be terminated at any time, your gratifications will be pro-rated in accordance with the date of termination.

The Gratifications set out in section I herein are not cumulative. 
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However, we acknowledge that you may advocate for us at multiple levels and we want to gratify you for that. 

Any level of Advocacy you achieve will give you the full gratification for this level, minored as the case may be by the existing Gratification you benefit from at the time of achievement of the new level. 

For instance, if you reviewed us on the external platform as described in section I2 herein, you benefit from a 20% discount on an annual plan for 1 year. If 3 months after, you provide us with a Use Case as described in section I1 herein, we will add a 5% discount for the remaining 9 months of your initial 12 months of subscription in the form of credit (to match a total of 30%), and credit you with 30% rebate for a further 3 months of use of the Service. 
The further discount will be applied immediately on your account at the same time the payment for the further 3 months is taken, as soon as your Advocate duties in regards with the Use Case have been fulfilled. 

J. Term and Termination

This Agreement will apply for as long as you participate in the Advocacy Program, until terminated.

Both you and we may terminate this Agreement on one (1) month written notice to the other party.

Upon Termination or Expiration, we shall remove all Advocate Marks, and any of the Advocacy Level material from our website, publications, and promotional activities.

As stated in section I.6. herein, upon Termination, the gratification applied to your Customer account on Keypup will be pro-rated at the date of Termination.

K. Advocate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Advocacy Program, (ii) your participation in this Advocacy Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and grant tous our right to use the Advocate Marks.

L. 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, services providers, licensors and advocates) by a third-party not affiliated with us to the extent that such Action is based upon or arises out of (i) your participation in theAdvocacy Program, (ii) your noncompliance with or breach of this Agreement,(iii) our use of the Advocacy 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 of settlement of such 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 (a) imposes an obligation on us; (b)requires us to make an admission; or (c) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.  

M. Disclaimers; Limitations of Liability

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.

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 of monies paid by the Advocate to Keypup as a Customer of the Keypup platform since entering the Advocacy Program, up to a maximum of a year’s worth of monies paid.

N. General

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update of change this Agreement, a notification will be sent to you by email, with a link to the revised version of the Agreement.

If you do not agree with the update, change or replacement, you can choose to terminate as described in section J herein. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

This Agreement shall be governed by the laws of France. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be the Tribunal de Commerce de La Rochelle, La Rochelle, France.

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; at of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

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

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. 
To Keypup SAS: [email protected]
‍Subject:Advocacy Program – [Name of Advocate] 

To you: the email address provided as Administrator of your account on Keypup.

This Agreement is the entire agreement between us for the Advocacy Program and supersedes all other proposals and agreements related to the Advocacy Program, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your website.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Sections H,J3, L, M and N shall survive the expiration or termination of this Agreement.