Partner Terms & Conditions

1. Introduction & Scope

These Partner Terms & Conditions ("Terms") govern your participation in the FlowCMS Partner Program ("Program"), operated by FlowCMS Technologies, Inc. ("FlowCMS", "we", "us", or "our"). By accepting these Terms, you ("Partner", "you", or "your") agree to collaborate with FlowCMS under the framework outlined herein.

These Terms supplement, and in the event of conflict, supersede any prior written or oral agreements regarding partnership, referral, or resale arrangements. FlowCMS reserves the right to update these Terms with 30 days' written notice. Continued participation constitutes acceptance of revised terms.

2. Eligibility & Onboarding

To qualify for the Program, Partners must:

• Be a legally registered business entity in good standing.
• Complete the official Partner Application and background verification process.
• Agree to comply with FlowCMS's technical requirements, including API usage limits and data handling standards.
• Not be currently under exclusive partnership agreements with direct competitors that restrict FlowCMS collaboration.

FlowCMS reserves sole discretion to approve, decline, or restructure partnership tiers based on strategic alignment, technical capability, and market requirements.

3. Roles & Responsibilities

3.1 Partner Obligations

Partners agree to:

• Represent FlowCMS accurately and ethically in all marketing, sales, and support activities.
• Maintain updated contact information and authorized personnel lists.
• Comply with all applicable laws, including but not limited to anti-bribery, sanctions, and consumer protection regulations.
• Submit quarterly performance reports as required by the Partnership Tier Agreement.

3.2 FlowCMS Obligations

FlowCMS will provide:

• Access to the Partner Portal, API documentation, and technical support channels.
• Co-branded marketing materials (subject to brand guidelines).
• Transparent compensation tracking and timely payments per Section 4.
• Product training and certification programs.

4. Compensation & Revenue Sharing

Compensation structures vary by Partnership Tier (Referral, Implementation, Reseller, or Strategic). All compensation is calculated based on verified, active customer subscriptions attributed to the Partner via tracked referral IDs, API webhooks, or signed Statements of Work.

Refunds, chargebacks, or customer churn within the first 60 days of subscription will result in proportional compensation adjustments. Partners are responsible for taxes, fees, and regulatory withholdings applicable in their jurisdiction.

5. Intellectual Property & Branding

FlowCMS retains all ownership rights to its trademarks, logos, source code, documentation, and proprietary technology. Partners receive a limited, non-exclusive, non-transferable license to use FlowCMS branding solely for Program-related activities.

All co-branded materials must be pre-approved by the FlowCMS Marketing team. Unauthorized modifications, derivative works, or misrepresentation of FlowCMS technology, SLAs, or roadmap commitments are strictly prohibited and constitute material breach of these Terms.

6. Data Privacy & Security Compliance

Partners handling end-user data, FlowCMS customer information, or internal metrics must comply with GDPR, CCPA, and applicable regional data protection laws. Data processing must follow FlowCMS's published Data Processing Addendum (DPA) and security baselines.

Partners must implement industry-standard security controls (encryption at rest/in transit, access controls, audit logging). Data breaches must be reported to FlowCMS within 24 hours of discovery. FlowCMS may conduct periodic security audits with reasonable notice.

7. Term, Renewal & Termination

This Agreement commences upon electronic acceptance and remains in effect until terminated. Annual Partnerships auto-renew unless either party provides 60 days' written notice of non-renewal.

FlowCMS may terminate this Agreement immediately for material breach, including but not limited to:

• Fraudulent activity, misrepresentation, or violation of brand guidelines.
• Failure to meet minimum performance thresholds for two consecutive quarters.
• Compromised security posture or regulatory non-compliance.

Upon termination, Partners must cease all use of FlowCMS branding, return/destroy confidential data, and settle outstanding compensation or obligations within 30 days.

8. Liability & Indemnification

FlowCMS provides the platform and partner resources "as is." To the maximum extent permitted by law, FlowCMS disclaims all warranties regarding partner revenue projections, customer acquisition rates, or third-party integrations.

Partners agree to indemnify, defend, and hold harmless FlowCMS, its affiliates, officers, and employees from any claims, damages, or expenses arising from Partner negligence, misrepresentation, or breach of these Terms. FlowCMS's aggregate liability shall not exceed the total compensation paid to the Partner in the 12 months preceding the claim.

9. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any dispute arising from or relating to these Terms shall first be subject to good-faith negotiation between authorized executives. If unresolved within 30 days, disputes shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in Wilmington, Delaware, in accordance with its Commercial Arbitration Rules. Class action waivers apply unless expressly permitted by law.

10. Contact & Disputes

For questions regarding these Terms, partnership compliance, or dispute initiation, contact:

• Legal & Compliance: legal@flowcms.io
• Partner Success: partners@flowcms.io
• Mailing Address: FlowCMS Technologies, Inc., 200 Mission St, Suite 450, San Francisco, CA 94105, USA