Flow Software's Partner Program is designed to provide qualified partners with a clear path to growth and success. The program is comprised of four levels: Registered, Certified, Premier, and Founder. Each level offers increased benefits as partners progress through the program and demonstrate competency and enthusiasm for Flow Software's products and services. The living document, ‘Flow Partner Program Levels’ outlines the requirements to both achieve and maintain each level.
We value our partners and are committed to supporting their success in serving our mutual customers. Our goal is to work with each partner fairly, respecting their unique business practices and models. We also respect and prioritize the existing customer relationships cultivated by our partners. To ensure transparency and avoid any conflicts of interest, we ask all partners to inform us as soon as possible about these existing relationships.
Partner discounts are earned through the sale of Flow Software's products, as well as through the provision of best-in-class integration and support services. To ensure that quotes from participating partners qualify for the program discount, it is important for partners to link their customers to their accounts as soon as they begin working with them.
At Flow Software, we are committed to empowering our partners to make their job easier and more productive. We provide a range of resources and support to help our partners succeed, including training, marketing materials, and technical support. As partners progress through the program and demonstrate their expertise and dedication to serving our customers, they will be eligible for additional benefits and opportunities for growth within our network.
Last updated: July 10, 2023
This Agreement ("Agreement") is made and entered into on the date of acceptance by Flow Software, with its principal place of business at 6500 River Place Blvd, Austin, Texas 78730 ("Flow Software") and the undersigned partner and reseller as defined in Section 1.7 (“Partner").
1.1. "Confidential Information" means all information disclosed by Flow Software to Partner, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and conditions of this Agreement, the Flow Software Partner Program, the Flow Software Products, pricing and discount information, customer and prospect information, marketing and sales plans, and any non-public technical or business information. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Flow Software, (ii) was known to Partner prior to its disclosure by Flow Software without breach of any obligation owed to Flow Software, (iii) is received from a third party without breach of any obligation owed to Flow Software, or (iv) was independently developed by Partner.
1.2. “End User” refers to the final consumer or customer who uses the software product or service provided by the Partner through Flow Software.
1.3. “Flow Branding” refers to any trademark, logo, or branding material owned by Flow Software, including but not limited to the Flow Software name, logo, and any product names, trademarks, and service marks used by Flow Software.
1.4. "Flow Software" refers to the Flow Software Inc., a United States based company that has created and sells analytics and automation software.
1.5. “One-Time” refers to any software which has been perpetually licensed and is developed by, or the right to use or distribute, is held by Flow Software.
1.6. “Parties” refers to both Flow Software and the partner or reseller who has entered into this agreement.
1.7. "Partner" refers to the partner or reseller who has entered into this agreement with Flow Software.
1.8. “Program Level Document” refers to the living document entitled ‘Flow Partner Program Levels’ which lives on the Flow Software website.
1.9. “Subscription” refers to any software which has been annually licensed and is developed by, or the right to use or distribute, is held by Flow Software.
2.1. This agreement ("Agreement") sets forth the terms and conditions for the partnership between Flow Software and the Partner. By executing this Partnership Agreement, the Partner agrees to be bound by and comply with the terms and conditions set forth in this Agreement, as well as the terms and conditions outlined in the Program Level Document.
2.2. Partner acknowledges and agrees that the Program Level Document is hereby incorporated by reference into this Agreement. Partner understands that the Program Level Document may be updated from time to time and that the most recent version available on the Flow Software website shall prevail. It is Partner's responsibility to regularly review the Program Level Document to stay informed of any modifications. Flow Software will make reasonable efforts to provide Partner with ninety (90) days written notice of any substantial changes to the Program Level Document.
2.3. Partner shall adhere to the standards, requirements, and obligations as outlined in the most recent version of the Program Level Document. Partner understands that failure to comply with the updated Program Level Document may result in the termination of this Agreement, at the sole discretion of Flow Software.
2.4. Partner agrees that by executing this Agreement, they automatically accept and agree to be bound by any future changes, updates, or amendments to the Program Level Document.
2.5. In the event of any conflict or inconsistency between the terms and conditions set forth in this Agreement and the Program Level Document, the terms of this Agreement shall prevail to the extent of such conflict or inconsistency.
3.1. This Agreement applies to the sale and distribution of Flow Software's Products and Services by the Partner.
4.1. This Agreement shall exist in perpetuity without expiration.
4.2. Exclusive territories will not be established. Partners may sell Flow Software to any entity within any country except for those entities and countries restricted per Section 12 of this Agreement.
5.1. The Partner shall promote Flow Software's Products within their market and meet with Flow Software periodically to review marketing and sales efforts.
5.2. The Partner shall not sell to companies or persons located within countries on the US trade embargo. Partner shall not do business with any person or entity that appears on the Office of Foreign Assets Control (OFAC) sanction list. It is the sole responsibility of the Partner to clear all persons or entities they do business with from the OFAC sanction list. Any violation of this provision may result in immediate termination of this Agreement.
5.3 The Partner shall provide support to their end users for Flow Software's Products and Services as outlined further in Section 11.
5.4. Partner shall use Flow Branding elements solely for the purpose of promoting and marketing Flow Software’s products and services in accordance with this Agreement.
5.4.1. Partner acknowledges that Flow Software retains all rights to the Flow Branding and any associated intellectual property, and that Partner’s use of the Flow Branding shall not create any right, title, or interest in or to the Flow Branding or any associated intellectual property.
5.4.2. Partner agrees to use the Flow Branding in a manner that accurately reflects Flow Software’s business and reputation. Partner shall not use the Flow Branding in any way that is derogatory, misleading, or inconsistent with Flow Software’s standards, policies, or guidelines.
5.4.3. Partner shall not modify, alter, or create derivative works of the Flow Branding without the prior written consent of Flow Software.
5.4.4. Partner agrees to promptly notify Flow Software of any unauthorized use or misuse of the Flow Branding that comes to Partner’s attention.
6.1. Flow Software shall provide the Partner with a discount on One-Time and Subscription licensed Products.
6.2. The amount of discount shall be determined by the program level which the Partner has achieved as documented within the Program Level Document.
6.3. Partner may not mark up the product beyond the retail price. However, Partner may charge a fair and reasonable fee for taxes or exchange rates as they see fit.
6.4. Partner may offer their End User a discount of Partner’s choosing, provided that any such discount shall be the financial responsibility of Partner and shall not be borne by Flow Software. The discount provided to the Partner's End User shall not exceed the discount provided to the Partner under this Agreement unless written permission is provided to the Partner by Flow Software.
6.5. Partner is not required to notify Flow Software of any discount offered to its End Users within the guidelines set forth within clause 6.3.
7.1. Partner Levels and their respective requirements are defined within the Program Level Document.
8.1. Flow Software shall provide the Partner with demo licenses for Flow Software's products for the purpose of demonstrating and promoting the products to potential End Users. The purpose of the demo software is solely to demonstrate the features and functionalities of the Flow Software products and to sell licenses of Flow Software as a result. The demo software provided by Flow Software shall not be used by the Partner for any other purpose, including but not limited to offering subscription services or hosting solutions for End Users, without expressed written permission by Flow Software.
8.2. Flow Software shall provide the Partner with trial licenses for Flow Software's products for the purpose of allowing potential End Users to evaluate the products and engage in formal proof of concepts with Partner before making a purchase.
9.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
9.2. In the event of a change of ownership of either Flow Software or the Partner, this Agreement shall continue to be binding upon the new owner(s).
10.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
10.2. Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in Austin, Texas in accordance with the rules of the American Arbitration Association.
11.1. Flow Software shall provide support to the Partner for Flow Software's products. The Partner shall provide support to its End Users.
11.2. Flow Software will provide the Partner with a support plan outlining the level of support provided.
11.3. The Partner will notify Flow Software of any issues that arise during support, and provide detailed information as required.
11.4. Flow Software will make reasonable efforts to resolve support issues in a timely manner.
11.5. The Partner agrees to provide ongoing support and maintenance to their End Users using Flow Software products.
11.6. The Partner will actively engage in support and maintenance contract renewals with their End Users and provide Flow Software with periodic updates on these efforts.
11.7. The Partner will make reasonable efforts to schedule and complete an annual “Voice of the Customer” session with each End User approximately six months prior to the expiration of support and maintenance contract. The results of the “Voice of the Customer” session will be shared with Flow Software.
12.1. The Partner acknowledges that Flow Software retains all intellectual property rights in and to the Flow Software products and services, including but not limited to software, hardware, documentation, and any derivative works thereof. The Partner agrees not to engage in any activity that would infringe, misappropriate, or otherwise violate Flow Software's intellectual property rights. The Partner shall not copy, modify, distribute, sell, or transfer any Flow Software product or service, in whole or in part, without the prior written consent of Flow Software. The Partner also agrees not to reverse engineer, decompile, or disassemble any Flow Software product or service, or create any derivative works based on Flow Software's products or services, without the prior written consent of Flow Software. Any unauthorized use or disclosure of Flow Software's intellectual property will be considered a material breach of this Agreement.
12.2. The Partner shall not sell to companies within countries prohibited by the US trade embargo, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.
12.3. Partner shall not do business with any person or entity that appears on the Office of Foreign Assets Control (OFAC) sanction list. It is the sole responsibility of the Partner to clear all persons or entities they do business with from the OFAC sanction list. Any violation of this provision may result in immediate termination of the Partner's agreement with Flow Software.
12.4. The Partner shall not, without the prior written consent of Flow Software, assign or transfer its rights or delegate its duties under this Agreement, whether in whole or in part. Any attempted assignment, transfer, or delegation without such consent will be null and void.
12.5. The Partner shall not use a single Flow license to provide or host a multi-tenant solution. Each end user shall require a separate Flow license to access and use the software.
12.6. The Partner shall not engage in any activity that is in violation of any applicable laws or regulations.
13.1. Partner agrees to: (i) protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event with less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, and (iii) not disclose Confidential Information to any third party, except to its employees, contractors and agents who need to know such information for purposes of performing this Agreement and who are bound by confidentiality obligations substantially similar to those contained herein. Partner shall be responsible for any breach of this Section 12 caused by its employees, contractors, and agents.
13.2. The obligations set forth in clause 12.1 shall not apply to any Confidential Information that: (i) is or becomes generally available to the public through no fault of the Partner; (ii) was rightfully in the Partner's possession prior to disclosure by Flow Software; (iii) is rightfully obtained by the Partner from a third party without breach of any obligation of confidentiality; or (iv) is required to be disclosed by law or court order, provided that the Partner gives Flow Software prompt notice of such requirement and cooperates with Flow Software in seeking to limit the scope of the required disclosure.
13.3. Flow Software retains ownership of all Confidential Information disclosed by it, and nothing in this Agreement shall be construed as granting any rights to the Partner, by license or otherwise, to any such Confidential Information, except as expressly set forth in this Agreement.
13.4. Partner may disclose Confidential Information to the extent required by law or court order, provided that it gives Flow Software prior written notice of the required disclosure and cooperates with Flow Software, at Flow Software's request and expense, in any lawful action to contest or limit the scope of such required disclosure.
13.5. The obligations of the Partner under this Agreement shall survive for a period of three (3) years beyond this Partnership Agreement and any termination of this agreement.
14.1. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with a sixty (60) day written notice of termination.
14.2. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement.
14.3. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will cease except for the following provisions, which will survive any termination of this Agreement: Sections 1, 2, 3, 8, 9, 10, 12, 13, 14, 15, 16 and 17.
14.4. Upon termination of this Agreement, the Partner shall cease to represent Flow Software and shall immediately discontinue all marketing, sales and distribution activities of Flow Software's products and return any outstanding Demo or Trial Licenses of Flow Software. Any outstanding invoices will be paid in full within 30 days of termination.
14.5. Termination of this Agreement shall not relieve either party from any legal responsibilities or obligations incurred prior to termination. However, neither party shall be liable to the other for any costs, damages, or other legal responsibility related to time or effort spent in the relationship prior to termination.
15.1. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
16.1. This Agreement may not be amended or modified except in writing signed by both Parties.
17.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.