These Roam Partner Program Terms (these “Terms”) are entered into between Roam HQ, Inc. (“Roam”) and the “Partner” identified in a signed partner agreement that incorporates these Terms by reference (the “Partner Agreement”). Roam and Partner may also be referred to individually as a “Party” or collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Partner Agreement. In the event of a conflict between these Terms and the Partner Agreement, unless otherwise specified herein, the terms of the Partner Agreement will control.
These Terms are subject to change by Roam in its sole discretion at any time. When changes are made, Roam will make a new copy of these Terms available on this page and provide notice to Partner of such changes by updating the “Last Updated” date at the top of these Terms and/or sending an e-mail to Partner.
Subject to these Terms and the Partner Agreement, Partner shall introduce Prospective Customers (as defined in the Partner Agreement) to Roam and perform such other obligations as further set out in the Partner Agreement and as otherwise reasonably directed by Roam from time to time. Partner shall have no authority to offer or sell the Service (as defined in the Partner Agreement), negotiate any terms on behalf of Roam, or bind Roam to any contract.
The prices, terms, and conditions under which Roam offers or sells the Service shall be determined by Roam in its sole discretion. Roam shall have the sole authority to control all discussions and negotiations regarding any proposed or actual offering or sale of the Service. Nothing herein shall obligate Roam to actually offer or sell any Service or consummate any transaction with any Prospective Customer. Roam may terminate any negotiations or discussions with any Prospective Customer at any time and has the right not to proceed with the sale of the Service without any liability or obligation to pay compensation to Partner.
As part of Partner’s participation in the Roam Partner Program it may be granted access to the Service (as further set out in the Partner Agreement). Use of the Service by Partner and/or its authorized users is subject at all times to the “Enterprise Software-As-A-Service Agreement” located at: https://ro.am/enterprise-agreement/.
Neither these Terms nor the Partner Agreement create an exclusive agreement between Partner and Roam and nothing herein shall limit a Party’s ability to enter into arrangements and/or agreements with any third party.
Partner shall submit Prospective Customers to Roam in accordance with any submission instructions provided by Roam which may include, without limitation, a requirement to use a designated submission form or Roam provided unique affiliate link (collectively, the “Submission Process”).
To be eligible for Commission, a Prospective Customer must meet the following eligibility criteria (collectively, the “Eligibility Criteria”):
For purposes of clarification, Partner is not eligible to receive Commission for any Prospective Customers introduced to Roam by another Prospective Customer.
For each Prospective Customer that meets the Eligibility Criteria (each, a “Qualified Customer”), Roam shall pay Partner the Commission agreed upon in the Partner Agreement in accordance with the payment terms set forth therein. Partner is responsible for payment of all taxes and fees (including bank fees) applicable to the Commission.
These Terms shall remain in effect and apply to Partner’s participation in the Roam Partner Program until the expiration or earlier termination of the Partner Agreement in accordance with the terms set forth therein.
Partner shall not publicly disclose or issue any press release or make any other public statement concerning its participation in the Roam Partner Program without the prior written approval of Roam, except to the extent that Partner is required by applicable law to make a public disclosure or filing.
Roam retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service and all of its other products and services including all underlying technology. Roam owns the Roam mark and all related variations, stylizations, graphics, logos, trade dress, and trade names used on or in connection with the Service and/or the Roam Partner Program (collectively, the “Roam Marks”). Partner is granted a limited, non-transferable, revocable and non-exclusive right during the term of the Partner Agreement to use the Roam Marks provided by Roam to Partner solely as directed by Roam and in the form and format approved by Roam, which may be updated by Roam from time to time in its sole discretion. Any use of the Roam Marks not expressly permitted hereunder must be approved by Roam in writing.
Partner retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to its own products, services, logos, trade names, and other marks. During the term of the Partner Agreement, Roam may use Partner’s name and logo for the purpose of referring to Partner as a participant in the Roam Partner Program on Roam’s website and in its promotional materials. Partner may opt out of this usage at any time by notifying Roam in writing.
As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified 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, (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, (iii) was rightfully obtained by the Receiving Party on a non-confidential basis from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.
The Receiving Party shall: (i) protect 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 these Terms or the Partner Agreement, and (iii) not disclose Confidential Information of the Disclosing Party to any third party except to its employees, contractors and agents who have a need to know such Confidential Information and who are subject to confidentiality obligations with respect to the Confidential Information that are at least as protective as the terms set forth herein.
If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, therefor upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have under the law. To the extent the information shared between the Parties constitutes personal data as defined under applicable data protection laws, both Parties will comply with the same. Any personal data of Partner’s that Roam may receive shall be processed in accordance with Roam’s Privacy Policy.
Each Party represents and warrants to the other that it has full power and authority to enter into the Partner Agreement and these Terms and that they are binding upon such Party and enforceable in accordance with their terms.
Partner further represents and warrants that:
(i) it has all sufficient rights and permissions to participate in the Roam Partner Program and to introduce Prospective Customers to Roam for the purpose of Roam engaging in sales and marketing efforts;
(ii) its participation in the Roam Partner Program will not conflict with any of its existing agreements or arrangements;
(iii) it owns all necessary rights required to grant Roam all licenses and rights granted under the Partner Agreement and these Terms;
(iv) it will only use materials approved by Roam for Partner’s marketing efforts related to the Service; and
(vi) it will comply with all applicable laws, including, but not limited to, laws regarding e-mail communication and telemarketing.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Partner agrees to indemnify, defend, and hold harmless Roam, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Roam Party”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) in connection with any third party claim relating to or arising out of Partner’s: (i) breach of the Partner Agreement or these Terms, including, but not limited to, any of its representations or warranties; (b) violation of any rights of another party, including any Prospective Customers; or (iii) gross negligence or willful misconduct.
Roam reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner, in which event Partner will fully cooperate with Roam in asserting any available defenses. This provision does not require Partner to indemnify any Roam Party for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact by a Roam Party in connection with the Roam Partner Program or the Service.
Partner shall not accept any settlement that: (i) imposes an obligation on Roam; (ii) requires Roam to make an admission; or (iii) imposes liability not covered by these indemnification obligations or places restrictions on Roam without Roam’s prior written consent. Partner agrees that the provisions in this section will survive any termination of the Partner Agreement.
EXCEPT FOR: (I) DAMAGES ARISING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, AND (II) PARTNER’S INDEMNIFICATION OBLIGATIONS HEREUNDER: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE PARTNER AGREEMENT OR THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PARTNER AGREEMENT AND THESE TERMS, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE GREATER OF: (X) ONE THOUSAND U.S. DOLLARS ($1,000), OR (Y) TOTAL AMOUNT OF COMMISSION PAID AND PAYABLE BY ROAM TO PARTNER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES.
The relationship of the Parties is one of independent contractors, and neither Party is an agent of, or has any authority to bind, the other Party.
The Partner Agreement and these Terms including Partner’s rights and obligations, may not be assigned, subcontracted, delegated or otherwise transferred by Partner without Roam’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
The Parties agree that all claims and disputes arising out of or relating to the Partner Agreement or these Terms will be litigated exclusively in the state or federal courts located in New York, NY and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Partner Agreement or these Terms.
Partner is responsible for providing Roam with its most current e-mail address for notices. In the event that the last e-mail address Partner provided to Roam is not valid, or for any reason is not capable of delivering to Partner any notices required/ permitted hereunder, Roam’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Partner may provide notices to Roam at the following address: 74 Reade St, #1W, New York, NY 10007; or via email to: grace@ro.am. Such notice shall be deemed given when received by Roam by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Partner Agreement or these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Any waiver of rights under the Partner Agreement or these Terms will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving the rights.
If any portion of the Partner Agreement or these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the Parties, and the remaining portions shall remain in full force and effect.
All provisions of the Partner Agreement and these Terms which by their nature should survive, shall survive termination, including without limitation, confidentiality, indemnification, ownership provisions, warranty disclaimers, and limitation of liability.
The Partner Agreement and these Terms are the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior discussions between the Parties with respect to such subject matter.