Caspio Solutions Partner Program Policies

These Solutions Partner Program Policies (“Policies”) are current as of the version date set forth above and will remain in effect until or unless they are superseded within the Caspio Partner Portal by a version with a later version date. Caspio may update or modify these Policies at any time in its sole discretion, with or without notice. These Policies are subject to and made part of the Caspio Partner Program Agreement (“CPPA”) that must be accepted in order to participate as a Partner in the Solutions Partner Program ( “Program”). Capitalized terms not defined in these Policies have the meaning given to them in the CPPA.

Program Overview

The Program is designed for firms that are inspired to lead the next phase of innovation and help companies connect with their customers in entirely new ways by offering implementation, integration and/or custom development related to the Services. Caspio offers Partners robust resources, training, and tools, enabling them to develop expertise around specific business functions, product areas, and industries so they can best serve customers and differentiate their practices. Unlike programs developed by traditional software providers, the Program is built exclusively for the cloud and takes advantage of unique customer engagement models and economics and potential to deliver customer success.

Program Requirements

An entity may apply to join the Program through the Partner Enrollment page of the Partner Community at https://www.caspio.com/partner-programs/. Upon acceptance into the program, Caspio will grant the entity “Solutions Partner” status. Caspio reserves the right to accept or deny any application to the Program, deny any request for access to the Partner Community, or end any Partner’s participation in the Program. Partners who do not remain in compliance with the qualifications of the Program may be removed from the Program and the Partner Community without any refund of fees.

Program Benefits

The benefits to which a Partner in good standing is entitled based on Tier are set out at the end of these Policies, as published via the Caspio Partner Portal from time to time.

Program Tiers

When a Partner is admitted to the Program, it will be assigned to the lowest (“Registered Partner”) Tier level. During its participation in the Program, the Partner will be evaluated following each Caspio fiscal quarter, and may be reassigned to a different Tier based on meeting the Program requirements as described below. Evaluations will be conducted during the first month following the end of the fiscal quarter, and any resulting reassignment will be effective as of the first day of the following month. Caspio will notify each Partner of its new Tier on or before the effective date thereof. Notwithstanding the foregoing, Partners who are promoted to a higher Tier will maintain the highest Tier earned during the then-current Caspio fiscal year for the remainder of that fiscal year through the one-year anniversary of their achieving the higher Tier, after which Partners will be reevaluated.

Compliance

At all times during its participation in the Program, Partner must comply with all applicable anti-corruption laws. If Caspio reasonably suspects Partner has breached such obligation, Caspio may inspect and copy Partner’s books, records, and accounts and interview relevant Partner personnel. Partner agrees that Caspio may request verification that Partner, Partner’s sales representatives, and anyone engaged by Partner to perform work in connection with the Partner Program has undertaken compliance training and compliance certifications that align to Partner’s compliance obligations under the CPPA and these Policies.

Training

Partner agrees that to the extent it is engaged in marketing, submitting referrals to Caspio, or otherwise reselling the Services,

Partner’s sales representatives and other personnel will use reasonable efforts to participate in the free online training offered by Caspio to Caspio’s users generally. As Caspio upgrades the Services, Caspio may ask Partner’s sales representatives and other personnel to undergo further training based on Caspio Services’ new features and functions, and Partner and Partner’s personnel agree to make reasonable, good faith efforts to participate in such further training. Partner shall use reasonable efforts to advise Caspio of any demonstrations required to market the Services to prospective Caspio customers, especially those with a sales force or customer service group of greater than twenty (20) people. To the extent Partner is eligible to receive certain technical support offerings, such programs are provided under Caspio’s technical support policies in effect at the time the Services are provided. For clarification, technical support does not include support for Non-Caspio Applications or other third-party programs or services. Caspio’s technical support policies are subject to change at Caspio’s discretion.

Partner Directory

Subject to its inclusion as a program benefit in Partner’s assigned Tier, and solely for so long as Partner remains a Partner assigned to such Tier, and subject to the terms of the CPPA and these Policies, Partner may be entitled to the Partner Directory Listing Program Benefit allowing Partner to market products or services on the Partner Directory.

Services Subscriptions

Subject to its inclusion as a program benefit in Partner’s assigned Tier, and solely for so long as Partner remains a Partner assigned to such Tier, and subject to the terms of the CPPA and these Policies, Caspio may provide Partner with login credentials to the Caspio Developer Plan and/or other Services, and thereby grant Partner a non-exclusive, non-transferable limited right to access and use such Services solely for: (i) demonstration of the Services to potential Caspio customers solely in connection with Partner’s participation in the Program, or (ii) training on the use of the Services. Partner’s use of any Services subscriptions is further subject to the restrictions set forth in the CPPA and, to the extent such subscriptions have been ordered by Partner from Caspio pursuant to an order form, any restrictions set forth in such order form. For clarity, Partner may, or may become entitled to, receive access to the Services under a separate agreement with Caspio. The CPPA and these Policies will govern Partner’s access to the Services to the extent subscriptions to Services are provided as a benefit of the Program.

Marketing Services

Subject to its inclusion as a program benefit in Partner’s assigned Tier, and solely for so long as Partner remains a Partner assigned to such Tier, and subject to the terms of the CPPA and these Policies, Caspio grants Partner a non-exclusive, nontransferable, limited license to use those portions of Caspio’s marketing programs and marketing materials and tools, all as further described herein (“Marketing Services”) solely for the purpose of creating, executing, and monitoring marketing campaigns related to Caspio’s products and services. Partner’s use of the Marketing Services must comply with Caspio’s current branding guidelines, including

Caspio’s Trademark Usage Guidelines, Caspio’s Partner Branding and Logo Usage Guidelines, and Partner Press Release Guidelines (all of which are available through the Partner Portal). Caspio may change the usage, branding and press release guidelines and location thereof at any time, and, upon reasonable notice from Caspio, Partner will promptly modify Partner’s use of the Marketing Services to conform to any such changed guidelines. Partner may allow third parties to access the Marketing Services for the purpose of creating, executing, and monitoring marketing campaigns related to Caspio’s products and services on Partner’s behalf, provided that Partner ensures that all such use is in accordance with the CPPA and these Policies. Partner shall be responsible for any misuse of the Marketing Services by Partner or any third party using the Marketing Services on Partner’s behalf, and Partner shall use the Marketing Services at Partner’s own risk. Partner will cooperate with Caspio to allow for review of Partner’s use of the Marketing Services and compliance with Caspio’s quality standards. If Caspio determines in its sole discretion that Partner’s use of the Marketing Services does not comply with the CPPA, these Policies, or Caspio’s branding guidelines, Partner will promptly modify or discontinue Partner’s use as directed by Caspio. In the event Marketing Services include payments to Partner, then Partner will maintain adequate books and records regarding the basis for such payments and will provide Caspio with copies of such records upon request.

Caspio Trademark License

Subject to its inclusion as a program benefit in Partner’s assigned Tier, and solely for so long as Partner remains a Partner assigned to such Tier, and subject to the terms of the CPPA and these Policies, Caspio grants Partner a limited, nonexclusive, nontransferable, non-sublicensable, royalty-free license during the Caspio fiscal year to use, solely in connection with Partner’s rights, duties and obligations under the CPPA and these Policies, such marks identified publicly by Caspio as available for use by Partners within Partner’s assigned Tier (see, e.g., Partner Branding and Logo Usage Guidelines) (“Caspio’s Marks”) in any jurisdiction in which Partner is authorized to be a Partner. This license does not grant rights to use any of Caspio’s trademarks that are not Caspio’s Marks. Any use by Partner of Caspio’s Marks will be in accordance with Caspio’s trademark usage policies, with proper markings and legends, and subject to Caspio’s prior written approval. Partner will not make any express or implied statement or suggestion, or use any of Caspio’s trademarks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on Caspio or its business, products, or services. Partner will cease, or adjust the manner of, its use of any of Caspio’s Marks at Caspio’s request in its sole discretion. Caspio may withdraw any approval of any use of Caspio’s Marks at any time in its sole discretion upon written notice to Partner, which withdrawal will be effective promptly but in no case more than thirty (30) days from the date of Caspio’s notice sent in accordance with the CPPA and these Policies.

Partner-Sourced Referrals

A Partner in the Program, including a Solutions Partner that is also a Caspio authorized reseller, may be eligible to receive a referral fee if the Partner submits a referral to Caspio through the Partner Portal and that referral meets the requirements described in these Policies, is approved by Caspio, and is converted into a Caspio sale opportunity that successfully closes within six (6) months after the date the referral is submitted (“Partner-Sourced Referral”). For clarity, Caspio shall only make payment to the Partner entity that Caspio has accepted into the Program, and will not make payment to Affiliates of Partner, other third parties, or related entities.

Deal Registration

You must register each prospect with us using the partner tools we provide through the partner portal (or through a website we may designate) prior to the close of a sale. To register a prospect, you must provide at least the following information about each prospect: contact first name, contact last name, email, URL, and company name. We generally will accept a prospect who, in our reasonable determination: (i) is a new potential customer of ours; (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, involved in our active sales process, or your Affiliate; (iii) is a legitimate prospect whose contact information was legally obtained.

Notwithstanding the foregoing, we may choose not to accept a prospect, in our reasonable discretion. We may choose to do so at the time of your registration submission, or we may deregister and reject a prospect if we determine a prospect does not meet the criteria at any point after submission, even in cases where initially accepted.

Caspio Leads

We may choose to introduce you to, or send you information about, a prospect of ours when we identify that such prospect may have a need for the services you offer (“Caspio Lead”). We can do the same for other partners of ours, even if it is for the same Caspio Lead. You may use the information included in any such Caspio Lead only to market and sell your services to the Caspio Lead and not for any other purpose (unless the Caspio Lead otherwise consents). Immediately upon our or the Caspio Lead’s request, you will promptly discontinue all use of and delete the Caspio Lead’s information as agreed in Caspio’s Privacy Statement. At all times Caspio Leads are considered our Confidential Information and therefore shall be treated in full accordance with the “Confidentiality” section of the CPPA.

Net Revenue

Referral fees are based on (i) the subscription fees for eligible product(s) set forth in the order form(s) associated with such opportunity covering the period starting on the earliest order form start date, but (ii) net of any discounts, taxes payable and subsequent refunds, and excluding fees for support (including Premier Support products), implementation, customization, training, consulting or other professional services, or any third-party products or services (“Net Revenue”).

Referral Period

Referral fees are earned based on the Net Revenue associated with the first three years starting on the earliest order form start date. If an order form executed in connection with a referral is for longer duration than three years, then referral fees will be earned based only on the applicable period, and not on any Net Revenue covering any period thereafter.

Upgrades to Existing Caspio Accounts

An “Upgrade Credit” is earned when a Partner introduces an upgrade opportunity or add-ons within an existing Caspio customer that was not originally a Partner-Sourced Referral. To be eligible for Upgrade Credit, partners are required to submit an upgrade Deal Registration that is not known to Caspio already, and the registration must be accepted as a valid upgrade referral by Caspio. In such cases, the increment in Net Revenue will be considered for the referral fee. In case of any ambiguity on such deals, Caspio’s decision will be final and binding in Caspio’s sole discretion.

Winning Referral Only

If multiple Partners submit referrals through the Partner Community that result in a single opportunity, the only referral that will be evaluated for referral fees is the winning referral submitted by Partner and accepted by Caspio during the six (6) months prior to the date on which the opportunity is closed. A winning referral is the referral acknowledged by the Customer as the partner they choose to work with, or credit with the deal. Other submitted referrals will not be eligible for referral fees in connection with such opportunity. Caspio’s decision in all such cases will be final and binding.

Shared Referrals

In the event that multiple Partners choose to work jointly on a referral deal, any earned referral fees shall be shared between the partners equally, or in such ratio as agreed mutually between and among Caspio and all such referring Partners.

Ineligible Products

Certain products will be ineligible for referral fees, and will be marked as such in the Partner Community submission process and/or will be inaccessible to Partner when submitting a referral.

Referral Fees

The following tables show the applicable fee rates for qualifying referrals, and the types of referrals ineligible for fees.

Revenue Share and Payment

In order to receive payment under this Agreement, a Partner must have: (i) agreed to the terms of this Agreement, fulfilled all eligibility requirements to be a Partner or Provider under this Agreement and continue to be in compliance with this Agreement; (ii) provided us with all account information, including bank information; and (iii) submitted all the necessary and valid tax documents and the documents have been approved by Caspio.

Payment Processing

Caspio will calculate referral fees on a monthly basis, and payment of a fee will be processed within forty-five (45) days of the end of the month that both (i) the associated opportunity is closed, and (ii) payment received from customer. All payments by Caspio will be made by PayPal, bank or wire transfer (as mutually agreed between Caspio and Partner). Caspio is not responsible for any payment processing or transfer fees.

Minimum Threshold for Fee Payment

The minimum monthly threshold for referral fee payments is $500 (or the applicable currency equivalent of $500). If Partner’s fees for such month do not meet the threshold, the amounts roll forward to the next month.

Referral Fee Refunds

If Caspio makes a referral fee payment to Partner in error, or if a referred customer (or authorized Caspio reseller partner, if applicable) fails to make required first-year subscription fee payments to Caspio within sixty (60) days of the payment due date, or if the applicable order form between Caspio and the referred customer (or authorized Caspio reseller partner, if applicable) is terminated before its agreed upon expiration date, Caspio will be entitled to a refund of the corresponding referral fee payments made to such Partner (provided that if a non-paying customer or authorized Caspio reseller partner does ultimately pay all amounts due, Caspio will repay Partner the applicable fees less a deduction for collection and administrative costs, not exceeding half of the total fee). Caspio may in its sole discretion choose to either offset such refundable amounts against fees Caspio owes to Partner hereunder, or invoice Partner for the refundable amounts; invoiced amounts are due and payable within thirty (30) days of the invoice date.

Partner Responsibility

Partner is responsible for managing its referrals; for any concerns about the timely review, processing, or approval of a referral, Partner should submit a case via the Partner Portal within (30) days of the date the opportunity is closed.

Personal Data

In submitting personal data to the Partner Portal, Partner will comply with all applicable laws governing collection, storage, processing, use and transfer of such information. Partner warrants that it has provided all appropriate notices to data subjects and obtained all appropriate consents to transfer data to Caspio and allow its processing according to the terms of the CPPA and these Policies, and Partner authorizes Caspio to process such data as required to exercise Caspio’s rights and obligations thereunder. Partner acknowledges that Caspio may be required to provide personally identifiable information to third parties to comply with reporting, disclosure, or other requirements.

Partner Tiers: Benefits and Requirements

Investment creates value and mutual investment creates success. Caspio recognizes that not all partners are alike, so Caspio’s value-based and flexible framework provides opportunities to refer, resell, implement, provide services, develop, or integrate, and you are encouraged to participate in any combination thereof. Choose the Tier that is right for you:

• Caspio Registered Partner
  Ideal for new partners that are exploring a business strategy with Caspio or partners that have client opportunities which they would like to capitalize on through a Caspio partner relationship.
• Caspio Silver Partner
  For the partner that sees a growing business with Caspio, is interested in developing a low-code / no-code practice and actively seeking growth through new and install-base client opportunities and engagements.
• Caspio Gold Partner
  For the partner that has demonstrated success executing Caspio projects and can commit to a joint business plan with Caspio.
• Caspio Platinum Partner
  At the deepest level of partnership, these are the partners that engage closely with Caspio to drive significant business results based on mastery of Caspio products and services, demonstrated success and experience.