Rev 5 (July 12, 2021)

i3 Systems has created a partnership program that is designed to support integrators, consultants, and resellers who use products from i3 Systems to support their customers.  This agreement outlines the commercial terms of a relationship between i3 Systems and its Partner.

By applying to become an i3 Systems partner, the Partner accepts and agrees to be bound by this agreement and any terms of use, privacy policies, and non-disclosure agreements, which are incorporated into and form part of this agreement. The Partner also confirms that the Partner has read and understands all the provisions of this agreement. Further, it is understood that the Partner must apply and be accepted to this program before a potential partner can participate in the program.  If a potential partner is accepted, the Partner’s relationship with i3 Systems is determined by the terms of this agreement. 

i3 SYSTEMS PARTNER PROGRAM

1.1The i3 Systems Partner Program contains three distinct facets.  (1) When a partner is accepted into the i3 Systems Partner Program, the Partner has general rules of engagement with i3 Systems which enable the Partner to pursue business opportunities as they are discovered.  (2) If a Partner chooses to provide i3 Systems with a 2 year rolling forecast, updated quarterly, they become a preferred Partner and are eligible to obtain products at a discount.  (3) If the Partner identifies a business opportunity, they have the option to refer the customer to i3 Systems and i3 Systems will provide a finder’s fee once the business is secured by i3 Systems.
1.2Once a Partner is accepted into the i3 System’s Partner Program, they are classified as a basic Partner.  Partners will be classified as a preferred Partner once they submit a two year rolling forecast, broken out by quarter, and that forecast is accepted by i3 Systems.  Preferred Partners are expected to update these rolling forecasts each quarter.  If the Partner fails to update their rolling forecast, they will revert to a  basic Partner and ineligible for the preferred partner discount until the forecast can be updated.  
1.3Partners are generally expected to pursue their own business opportunities with support from the i3 Systems marketing staff.  If a Partner identifies an opportunity that they are unable to support, they may refer the opportunity to i3 Systems for i3 Systems to accept or decline.  If i3 Systems is able to secure a sale from a referred customer within 120 days of the referral, a finder’s fee based on 10% of the initial sale will be given to the referring Partner.  i3 Systems’ decision to pursue or not pursue referral business is at their discretion. 
1.4Partners are expected to provide tier one service support for their customers.  A Partner’s customer will look to the Partner as their primary point of contact for sales and support.  A Partner’s customer is expected to first call the Partner’s support team when there is a service issue.  The Partner’s technical support team will then contact the i3 Systems support resources if they cannot satisfy the customer directly.  Only the Partner’s customer which has purchased a premium i3 support package, that customer is entitled to contact the i3 support team directly.  
1.5All Partners purchase i3 System’s products through the i3 Systems website.  Preferred Partners will be provided with a special discount code that reduces the price the Partner pays to i3 Systems. 
1.6Partners have the option to notify i3 Systems of any pending business opportunities they are pursuing.  If i3 Systems receives such notice and i3 Systems has not already engaged that potential customer directly, i3 Systems will refrain from targeting that specific customer opportunity for 90 days.  Such notices are always considered confidential and as such i3 Systems will not encourage or discourage other partners from pursuing that same customer.  This commitment will not extend to any untargeted mass market efforts from i3 Systems nor will it prevent the company from responding to customers that reach out directly to i3 Systems

ENROLLMENT AND MARKETING RIGHT

2.1While this agreement is in force, i3 Systems authorizes Partner to promote, market, and sell the i3 Systems Technology and Services and/or refer customers to i3 Systems on a non-exclusive basis. Any marketing or sales activities undertaken by either party will be at their sole expense unless otherwise agreed in advance in writing. 
2.2i3 Systems will administer the Partner Program. i3 Systems may contact Partner and send notice by telephone, fax and physical or electronic mail for the primary purpose of administering the Partner Program. 
2.3i3 Systems may change or discontinue the Partner Program or any aspect of it. i3 Systems will give Partner 30 days’ notice of any substantive Partner Program change (which may include, without limitation, changes to prices and fee structures). If Partner disagrees with any substantive change, then Partner has the right to immediately terminate this Agreement upon written notice to i3 Systems. 
2.4Partner will not make any warranties concerning the quality, performance or other characteristics of i3 Systems technology, products, or services, other than those which are consistent and do not expand the scope of the warranties contained in the then-current version of the products.  
2.5Partner will designate a primary business contact person who will serve as Partner’s primary business contact for this agreement.  Partner will also designate a primary technical contact person who will serve as Partner’s technical liaison for this agreement.  Partner may change its primary contact with written notice submitted to i3 Systems.  i3 Systems will provide the partner with a primary point of contact within i3 Systems that may be changed with written notice. 
2.6i3 Systems may provide notices to Partner on the i3 Systems website, via mail, electronic mail, or telephone and such notices will be deemed given when posted. All other notices under this agreement will be in writing, and will be deemed given when acknowledged by email, personally delivered, three business days (five business days for international addresses) after being sent by prepaid certified or registered mail, or one business day (two business days for international addresses) after being sent by overnight or express courier.    Notices may be sent to i3 Systems at the following address and to the partner’s assigned contact within i3 Systems.  i3 Systems Inc. 1146 North Central Ave, #687, Glendale, California 91202

TRADEMARKS AND INTELLECTUAL PROPERTY

3.1i3 Systems grants to Partner a non-exclusive, non-transferable, non-assignable, revocable, limited, royalty-free license to use the applicable i3 Systems trademarks solely in connection with the Partner Program. At any time during the term of this agreement, i3 Systems reserves the right to request the Partner to stop using any of i3 Systems’ trademarks without specifying a reason. Partner will comply with i3 Systems’ guidelines for the use of the i3 Systems trademarks and will reasonably cooperate with i3 Systems in facilitating i3 Systems’ monitoring of such use. Partner will not acquire any right, title or interest in the i3 Systems trademarks because of Partner’s use of the i3 Systems trademarks. Partner will not (a) adopt or use any name, trademark, domain name or other designation that includes all or part of any i3 Systems trademark or any term that is confusingly similar, (b) alter, animate or distort the i3 Systems trademarks nor combine them with any other symbols, words, images or design elements (including, without limitation, those of Partner), (c) challenge or assist others to challenge the i3 Systems trademarks or the registration thereof, or (d) attempt to register or cause to be registered the i3 Systems trademarks or any trademarks, marks, trade names, service marks, logos, marketing messages or other proprietary words, symbols and branding confusingly similar to those of the i3 Systems trademarks. Partner understands and agrees that all use and goodwill associated with the i3 Systems trademarks will inure to the benefit of i3 Systems. Upon termination or expiration of this Agreement, Partner will cease to use the i3 Systems trademarks. i3 Systems will have the right to immediately suspend or terminate Partner’s use of the i3 Systems trademarks if Partner’s usage is improper or inconsistent with the terms of this agreement or if Partner otherwise breaches this agreement.
3.2i3 Systems owns, and will continue to own, all right, title and interest in and to the i3 Systems technology, the i3 platform, any i3 software tools, the i3 Systems site, the i3 Systems services, i3 Systems intellectual property, and any and all i3 Systems materials provided or made available to Partner under or in connection with this agreement, including all accompanying worldwide intellectual property rights. Partner receives no rights in the foregoing.  i3 Systems reserves all rights not expressly granted to Partner under this agreement.
3.3i3 Systems grants the Partner the right to reference i3 Systems and use of its logo on the Partner’s website with an accompanying link to the i3 Systems website.  Partner grants i3 Systems the right to reference the Partner and use of its logon on i3 System’s website.
3.4Partner will not issue any press releases or make any public announcements with respect to this Agreement and Partner’s relationship with i3 Systems without i3 Systems’ prior written express consent. Similarly, i3 Systems will request Partner’s permission if i3 Systems plans to use Partner’s name or corporate logos or identity in advertisements or promotions relating to the Partner Program. Partner will not unreasonably withhold or delay Partner’s permission.  Notwithstanding the foregoing, i3 Systems may include Partner’s name and logo in public lists of i3 Systems’ partners.
3.5The rights and obligations of the parties related to trademarks and intellectual property will survive the termination of this agreement.

TERMS AND TERMINATION

4.1This agreement commences on the date i3 Systems accepts the partner to the program and will continue, until terminated in accordance with this agreement. 
4.2i3 Systems may choose not to terminate a partner’s participation in this program for any reason.  If i3 Systems notifies Partner of their intent to terminate this agreement, the Partner will cease all efforts to pursue any new business under this agreement.  The Partner will have 90 days after the notification date secure any business that was already in process at the time of termination.  .
4.3i3 Systems may immediately terminate this agreement for any of the following reasons: (i) for partner’s breach of this agreement and failure to cure such breach within 30 days of i3 Systems’ written notice of such breach, or (ii) if the partner or its representatives are discovered to have violated accepted legal or ethical practices.
4.4Partner may terminate this agreement (a) at any time upon 30 days prior written notice without reason, or (b) for i3 Systems’ breach of this agreement and failure to cure such breach within 30 days of partner’s written notice of such breach.
4.5Upon termination of this agreement, each party will promptly return to the other party, or destroy at the disclosing party’s direction, all sales literature, documents, materials and any Confidential Information of the other party and other items supplied to it by the other party.  Upon termination of this agreement, both i3 Systems and Partner will cease using trademarks or making other references to the other party verbally, in the press, in presentations, or other public or private venues. 

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

5.1Each party represents and warrants to the other party that: (a) it has the right to enter into this agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this agreement does not conflict in any material respect with or constitute a material breach or default of any organizational document, agreement or other writing to which it is a party; and (c) it has all licenses, permissions and agreements necessary or appropriate to perform its obligations under this agreement.
5.2For all purposes of this agreement, each party will act as an independent contractor and not as partner, joint venture, or agent of the other and will not bind nor attempt to bind the other to any contract.
5.3Partner represents and warrants to i3 Systems that all information the partner has provided and will provide in connection with the agreement, is true, correct, and complete.  Partner will promptly update such information with respect to any applicable changes. 
5.4Partner represents that they have not been and is not currently the subject of any investigation or legal proceeding of any kind.  Should the Partner become involved is any legal proceeding that might harm i3 Systems, the Partner will notify i3 Systems of the situation immediately.
5.5The Partner accepts that their effort and resulting performance in this partner program are completely under partner’s control.  i3 Systems does not guarantee Partner’s satisfaction with the Partner Program or Partner’s results. Except for loss and damage which cannot be limited or excluded under applicable law (a) the i3 Systems platform, the i3 Systems site, the i3 Systems services, i3 Systems software, the Partner Program, the i3 Systems trademarks, and any i3 Systems materials provided by i3 Systems to Partner are provided “as is,” and are provided without any other enforceable warranties of any kind, and (b) i3 Systems disclaims on its behalf and on behalf of its affiliates and suppliers all other warranties or conditions of any kind whether express, implied or statutory. This limitation includes, but is not limited to title, non-infringement, merchantability, satisfactory quality and fitness for a particular purpose, accuracy, completeness, timeliness, or any implied warranty or conditions arising from course of dealing or usage of trade.
5.6Each party will comply with all applicable federal, state, provincial, and local laws, rules, and regulations in performing its obligations under this agreement, including, without limitation, all applicable export control laws and regulations. Partner is required to have a corporate policy which communicates to its staff the need for compliance with applicable anti-bribery and corruption laws, sets out good practices that partner staff should follow, and that rigorously enforces any breach of such policy or the law.

INDEMNIFICATION

6.1i3 Systems will, at its own expense, indemnify, defend and hold harmless Partner and its affiliates, and its and their officers, directors, employees, agents, contractors, and attorneys (“Partner Indemnitees”) from and against any third party claims, actions, liabilities, damages, costs or expenses, including attorneys’ fees and costs, awarded against Partner indemnitees or agreed upon by i3 Systems in settlement to the extent arising from or related to: (a) any action or omission of i3 Systems constituting willful misconduct or fraud; (b) any failure by i3 Systems to comply with applicable laws or industry regulations; or (c) a claim that the i3 Systems trademarks infringe such third party’s rights.
6.2Partner will, at its own expense, indemnify, defend and hold harmless i3 Systems and its affiliates, and its and their officers, directors, employees, agents, contractors, and attorneys (“I3 Systems Indemnitees”) from and against any third party claims, actions, liabilities, damages, costs or expenses, including reasonable attorneys’ fees and costs, awarded against i3 Systems Indemnitees or agreed upon by Partner in settlement to the extent arising from or related to: (a) any action or omission of Partner constituting willful misconduct or fraud; (b) any failure by Partner to comply with applicable laws or industry regulations; or (c) a claim that the Partner Trademarks infringe such third party’s rights.
6.3The party seeking to be indemnified will give prompt written notice to the other party of the claim against which it seeks to be indemnified and will provide the indemnifying party, at the indemnifying party’s expense, with the assistance reasonably necessary for the defense and settlement of the claim. The failure by the indemnified party to timely furnish to the indemnifying party any notice required to be furnished under this Section will not relieve the indemnifying party of its obligations under this section except to the extent such failure materially and adversely prejudices the ability of the indemnifying party to defend such matter. The indemnifying party will have control of the defense and settlement of any such claim. The indemnifying party will not be liable for any settlement of an action effected without its written consent (which consent will not be unreasonably withheld or delayed), nor will the indemnified party settle any such action without the written consent of the indemnifying party (which consent will not be unreasonably withheld or delayed). The indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in any claim, or settlement thereof, without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified party may engage counsel of its choice at its own expense.

LIMITATION OF LIABILITY

7.1In no event will either party be liable to the other party for (a) any lost or prospective profits or for any indirect, special, exemplary, punitive, consequential, or incidental damages, whether such damages are alleged in tory, contract, or any other legal or equitable theory, and whether or not such part has been advised of the possibility of such damage, or (b) any i3 Systems to partner hereunder during the term of this agreement during which the claim or cause of action arose.  Multiple claims will not expand this limitation.
7.2The foregoing limitations on liability will not apply: (a) to a party’s breach of its confidentiality obligations under this agreement, (b) to a party’s indemnification obligations under this agreement, or (c) to limit a party’s liability for fraud, fraudulent misrepresentation, or for death or personal injury caused by negligence.

CONFIDENTIALITY

8.1Each party will hold in confidence and will not use or disclose (except as expressly allowed herein) any “Confidential Information” of the other party. For purposes of this agreement, confidential information will include all code, inventions, algorithms, all business, technical and financial information one party obtains from the other, specifically including all information which is obtained from the other party and which is designated or marked “confidential” or “proprietary” or which the receiving party knows or has reason to know is confidential or proprietary information of the disclosing party.
8.2During the term of this agreement and for three years after its termination, neither party will disclose to any third party the specific terms of this agreement without first obtaining the written consent of the other party.
8.2Neither party will be obligated under this section with respect to information: (a) that is or has become generally available or known to the public through no fault of the receiving party; (b) that is developed independently by the receiving party without use of or reference to the disclosing party’s Confidential Information; (c) that was rightfully received by the receiving party without obligation of confidentiality from a third party; (d) that was in the receiving party’s possession and without a confidentiality obligation before its disclosure by the disclosing party; or (e) whose disclosure is required by law, provided that (if not prohibited by law) the receiving party gives the disclosing party prompt notice of the request for disclosure, gives the disclosing party the opportunity to obtain a protective order or other remedy, and discloses only that portion of the Confidential Information which it is legally compelled to disclose. Each party may disclose the terms and conditions of this Agreement (i) on a confidential basis to its legal or financial advisors, and (ii) on a confidential basis in connection with any financing transaction or due diligence inquiry. The parties specifically acknowledge and agree that the remedy at law for any breach of this section will be inadequate and that each party, in addition to any other relief available to it, will be entitled to seek temporary and permanent injunctive relief against the offending party without the necessity of proving actual damage or posting a bond.

COVENANTS OF PARTNER

9.1During the term of this agreement and for a period of one year after termination, Partner will not intentionally, actively and directly target and solicit customers and potential customers for the specific purpose of selling solutions, solution components, or services to them which compete with i3 Systems.  Notwithstanding anything to the contrary, nothing will: (a) prohibit or restrict Partner from generally soliciting or offering products or services similar to or competitive with the i3 Systems to any third parties identified after this agreement has been terminated; (b) prohibit or restrict Partner from soliciting a customer for services other than the i3 Systems Services; or (c) prohibit or restrict a customer from independently switching to products or services which are a substitute for the i3 Systems Services.
9.2During the term of this agreement and for a period of one year after termination, Partner will not solicit or encourage, directly or indirectly, any employee of i3 Systems to terminate his or her employment with i3 Systems or otherwise interfere with the employment relationship between i3 Systems and such employee. Notwithstanding anything to the contrary in this Section 10.2, nothing will prohibit or restrict Partner from engaging, directly or otherwise, in generalized searches for employees by use of advertisements in any medium or to engage firms to conduct such searches, so long as such search firms do not target or focus on i3 Systems or its employees.
9.3Partner will (a) conduct its business in a manner that reflects favorably at all times on i3 Systems and its good name, goodwill and reputation, (b) not engage in any deceptive, misleading or unethical practices, (c) not engage in any practice that might be detrimental to i3 Systems, including but not limited to disparagement of i3 Systems or its products and services, (d) not make false or misleading representations regarding i3 Systems or its products and services, (e) not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material, and (f) not make any representations, warranties or guarantees to Prospects, referred customers or the trade generally with respect to i3 Systems which are inconsistent with those contained in the marketing literature provided by i3 Systems.. This provision will survive the termination of this Agreement for a period of one year.
9.4The parties agree that the restrictions set forth in this section are reasonable and necessary to protect the goodwill and business interests of i3 Systems. The parties further acknowledge that the restrictions are narrowly drawn, are fair and reasonable in time and territory, and place no greater restraint upon Partners than is reasonably necessary. The parties specifically acknowledge and agree that the remedy at law for any breach of this section will be inadequate and that i3 Systems, in addition to any other relief available to it, will be entitled to seek temporary and permanent injunctive relief against Partner without the necessity of proving actual damage or posting a bond.

MISCELLANEOUS

10.1Partner will not have any right or ability to assign or transfer (whether by merger, operation of law or otherwise) this agreement, in whole or in part, including without limitation any obligations or benefits under this agreement without the prior express written consent of i3 Systems.   A change of control of a partner will be deemed an assignment for purposes of this section.  i3 Systems may freely assign or transfer this agreement.
10.2The failure of either party to enforce its rights under this agreement at any time for any period will not be construed as a waiver of such rights. The express waiver by either party of any provision of this agreement will not constitute a waiver of any future obligation to comply with such provision.
10.3Neither party will be liable for any breach, or delay in performance, of its obligations under the agreement if, and to the extent that the breach or delay is directly caused by fire, flood, earthquake or act of God; act of government, war, riot, civil disorder, act of terrorism or revolution; strikes, lock-outs or labor disputes; or other cause similar to the above beyond its reasonable control (a “Force Majeure Event”). The entity delayed or unable to perform will give prompt written notice, including the length of the expected delay, to the entity that expected performance. If a Force Majeure Event occurs, then the parties will promptly mutually review the expected delay and the delayed party or parties will take reasonable measures to minimize any disruption. If the Force Majeure Event continues for 30 continuous days, then either party may terminate this agreement upon written notice to the other party.
10.4The Partner is responsible for ensuring the taxation issues associated with their business are understood and paid.  i3 Systems will not accept any tax liability that is associated with the partner’s conduct of their business.
10.5In the event that any provision of this agreement is determined to be invalid or unenforceable by a body of competent jurisdiction, that provision will be limited or severed only as necessary to eliminate such invalidity or unenforceability, and the other provisions of this agreement will remain in full force and effect.
10.6Headings herein are for convenience of reference only and will in no way affect interpretation of the agreement. No provision of this agreement will inure to the benefit of any third parties so as to constitute any such person a third-party beneficiary of this agreement. This agreement will be construed without regard to any presumption or rule requiring construction against the drafting party.
10.7This agreement is the complete agreement between the parties relating to the subject matter of this agreement and supersedes all proposals, oral or written, any letters of intent, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this agreement and all past dealing or industry custom. No changes, modifications, or waivers are to be made to this agreement unless evidenced in writing.
10.8The agreement and these conditions shall be governed by and construed in accordance with the laws of Los Angeles County, California. The Partner agrees to submit any claim, as defined by this agreement, against i3 Systems and all of its parents, subsidiaries, affiliates, partners, officers, directors, employees, shareholders, servants, agents, officials and attorneys, in their official and individual capacities, together with their predecessors, successors and assigns, both jointly and severally to final and binding arbitration rather than resorting to any administrative and/or judicial bodies. This agreement is entered into pursuant to the Federal Arbitration Act, as applicable.
10.9In the event that there is any kind of dispute that has not been foreseen by this agreement, i3 Systems will have the ability to define what it considers to be a fair and final resolution.