Botpress Partner Agreement

These terms constitute a contractual agreement (the “Agreement”) between Botpress, Inc. (“Botpress” or the “Company”) and a partner (“you” or the “Partner”) participating in the Botpress Partner Program (“Partner Program"). Botpress and Partner are each referred to as “Party” and collectively as “Parties”.

WHEREAS, Botpress offers a Software-as-a-Service (“SaaS” or “Software”) platform for building and deploying AI agents;

WHEREAS, Botpress offers a Partner Program enabling Partners to promote, sell, and distribute Botpress' Software in exchange for a Revenue Share;

WHEREAS, the Partner Program includes three tiers of Partners with different Revenue Share terms;

NOW, THEREFORE, in consideration of the above, the Parties agree as follows:

1. Definitions

A “Partner” is a legal entity that introduces Customers to Botpress and provides associated services such as consulting or technical support.

Any capitalized terms not otherwise defined in this Agreement shall have the meaning assigned to them in the Botpress Terms of Service, available at botpress.com/legal.

2. Conditions to Participate

To join the Partner Program, a Partner must:

1. Receive an invitation to join a specific Partner tier;
2. Be at least 18 years old or the age of majority in the jurisdiction where the Partner resides and from where the Partner carries out Partner activities;
3. Complete Botpress’ Partner certification process; and 
4. Comply with all applicable laws, regulations, and industry standards, including but not limited to the export control laws and regulations enforced by the U.S. Office of Foreign Assets Control (OFAC), and any relevant data protection and privacy laws.

Botpress reserves the right to reject applications at its sole discretion. 

3. Software License

Partners receive a limited license to use the Software for evaluation and demonstration purposes. Partners’ use of the Software is subject to the standard Botpress Terms of Service, which are incorporated herein by reference and available at botpress.com/legal.

4. Partner Obligations

Partners agree to:

1. Promote the Software and make reasonable efforts to generate leads, referrals and sales;
2. Maintain a positive brand image and represent the Software accurately and professionally;
3. Stay informed of new features, updates and enhancements;
4. Comply with deal registration requirements as outlined in Section 5;
5. Report promptly to Botpress any misuse, product defects, unauthorized access, security vulnerabilities, or other issues related to the Software, and cooperate in good faith to investigate and resolve such matters;
6. Use reasonable efforts to ensure the success of the Software implementation in the Customer’s business; and
7. Support Customers with implementation and basic technical guidance.

Botpress may periodically review Partner activity for compliance. Each Partner tier has additional minimum requirements, as outlined in the table below.

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5. Deal Registration

Partners must:

1. Register each deal opportunity in the designated Partner Portal (PartnerStack) promptly after beginning a formal engagement with a potential Customer;
2. Accurately fill out deal details within the Partner Portal, including deal size projection; and
3. Maintain information about themselves and deals up to date in the Partner Portal.

Failure to meet these requirements may result in forfeiture of the applicable revenue share for the deal.

6. Company Obligations

Botpress will provide Partners with reasonable resources and technical support to assist them in effectively serving Customers. Botpress may refer Customers to the Partner in accordance with their capabilities and offerings.

7. Revenue Share

Partners are eligible to receive a share of subscription revenue for qualifying Customer plans that they source and register (“Revenue Share”). 

Partners receive a 20% Revenue Share across all eligible plans in perpetuity. Only license fees (including subscription and usage fees, but excluding professional services and AI token fees) are eligible for revenue share.

In order to qualify for Revenue Share, Partners must:

1. Be qualified for and accepted into the Partner Program;
2. Have a complete and accurate PartnerStack profile;
3. Not be in default of their obligations pursuant to the Partner Program; and
4. Meet and maintain any minimum certification requirements as may be determined by Botpress.
5. Designate a key relationship owner; and
6. Accept this Agreement via PartnerStack.

Revenue Share is payable only after Botpress receives full payment from the Customer. Payments are processed via PartnerStack within 15 days of the end of each month. Partners are solely responsible for all tax obligations arising from payments received.

Select and Premier Partners may opt to substitute their Revenue Share with Market Development Funds (“MDF”) equivalent to the Revenue Share amount, to be used for approved marketing, promotions, or joint go-to-market activities.

8. Trademarks

During the term of this Agreement, Botpress grants the Partner a limited, revocable, non-exclusive, non-transferable license to display its trademarks for promotional use under this Agreement, subject to compliance with the following guidelines. 

Partners must not:

1. Use Botpress trademarks or misleading variations thereof, in company  names, branding,  advertising,  or branding, without prior express written permission from Botpress;
2. Register search keywords,  email  addresses,  or  domain names  containing Botpress  trademarks  or  misleading variations; or
3. Display Botpress logos publicly without prior review and approval.

9. Beta Services

Botpress may invite the Partner to use new features that are not yet available to all Partners or Customers (“Beta Services”). Such Beta Services will be considered Confidential Information of Botpress. Botpress makes no representations or warranties as to the reliability, performance, or uninterrupted performance of Beta Services, and may discontinue them at any time in its sole discretion.

10. Independent Contractors

Partners are independent contractors and will not be deemed to be employees, servants, dependent contractors or agents of the Company for any purpose whatsoever.

11. Confidentiality

Each Party (“Receiving Party”) may receive confidential, business, technical, or financial information (“Proprietary Information”) from the other Party (“Disclosing Party”). Proprietary Information of the Company includes, but is not limited to, non-public information about the features, functionality, subscription price and performance of its Software. Proprietary Information of Partners includes non-public data shared with the Company to enable collaboration under this Agreement.

The Receiving Party agrees to:

1. Take all reasonable precautions to protect the Disclosing Party’s Proprietary Information;
2. Use the Proprietary Information only for the purpose of collaboration under this Agreement or as otherwise explicitly permitted in writing; and
3. Not disclose to any third person any such Proprietary Information without the Disclosing Party’s explicit prior written consent.

12. Non-Solicitation

During the term of this Agreement and for a period of two years following its termination, the Partner may not solicit:

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1. Existing or prospective Customers of Botpress with whom the Partner had material interactions during the term of this Agreement for the purpose of offering competing products or services;
2. Botpress personnel to terminate or modify their relationship with Botpress, or to engage in any business that competes with Botpress; or
3. Other Partners of Botpress to enter into a competing business relationship that would materially disadvantage Botpress.

This restriction shall not apply to general advertisements or solicitations that are not specifically directed at individuals or entities covered under this clause.

13. Limitation of Liability

Notwithstanding anything to the contrary in this Agreement, except for personal bodily injury, Botpress and its suppliers shall not be responsible or liable for:

1. Any error, interruption of use, loss, inaccuracy or corruption of data, cost of procurement of substitute goods, services or technology, or loss of business;
2. Any indirect, exemplary, incidental, special, or consequential damages;
3. Any matter beyond Botpress’ reasonable control; or
4. Any amounts that, together with all other claims, exceed the total fees payable by Botpress to the Partner under this Agreement.

14. Termination

This Agreement shall commence on the date of signature and remain in effect for one year and renews annually unless terminated in accordance with this section.

Either Party may terminate this Agreement at any time and for any reason by providing a written notice to the other Party. Termination shall be effective immediately upon receipt of such notice unless a later termination date is specified in the notice.

Upon termination:

1. Each Party shall promptly return or destroy all property, materials, and Confidential and Proprietary Information of the other Party in its possession or control; 
2. The Partner shall stop using Botpress trademarks; and
3. All rights granted to Partners and payment obligations cease unless otherwise agreed.

Sections on Confidentiality, Non-Solicitation, Limitation of Liability, Governing Law and Dispute Resolution, and Final Provisions shall survive the termination of this Agreement.

15. Amendments

Botpress reserves the right, in its sole discretion, to modify this Agreement at any time. Botpress will provide notice of material changes to Partners via the Partner Portal or by another reasonable means. Any such modification shall not impact revenue share already earned by the Partner before the effective date of the change.

16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles.

The Parties will attempt to resolve disputes through good-faith mediation in Montreal, Canada. If unresolved, disputes will be settled by binding arbitration under the Canadian Commercial Arbitration Centre (“CCAC”), with each Party bearing its own cost.

Either Party may seek interim relief from a court of competent jurisdiction to protect its rights.

17. Final Provisions

1. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements relating to the same subject matter; 
2. Failure of either Party to enforce any provisions of this Agreement shall not be deemed a waiver of that provision or any other rights under this Agreement; 
3. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect;
4. Neither Party may assign, delegate, or transfer this Agreement or any rights or obligations under it without the prior written consent of the other Party, except in connection with a merger or acquisition.
   

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