Partner Program Terms and Conditions

Thank you for your interest in the Farmbrite Partner Program. Below, you can find our Partner Program Terms and Conditions. Please take the time to carefully read these Terms and Conditions before proceeding with your registration. By completing your application, you indicate your acceptance of these Terms and Conditions, which is a precursor to your acceptance into the Farmbrite Partner Program.

If you have any questions about these Terms and Conditions or the Farmbrite Partner Program in general, please do not hesitate to contact us at partners@farmbrite.com.

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TERMS & CONDITIONS:

Please make sure that you read the entire document carefully. 

This is a legal agreement between you and Surestuff, LLC, dba Farmbrite. By completing the Partner Program application, you acknowledge that you have read, understood, and agreed to these Terms and Conditions and agree to be legally responsible for every term and condition herein.

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The Agreement (as defined below) governs the Partner’s participation in the Farmbrite Partner Program as of the Effective Date (as defined below). The Partner may not participate in the Partner Program without first submitting an application, fulfilling the enrollment and qualification requirements listed below, and executing these Partner Program Terms.

By accepting these Terms and Conditions, you also agree to our user Terms and Conditions as defined at www.farmbrite.com/terms. 

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Definitions:

Throughout the following document, the following definitions will apply.

• Farmbrite, “we”, “us”, and “our” refer to Farmbrite.com, Colorado, USA, and its applicable subsidiaries, which are the designated operators of this partner program, whose terms and conditions are set out herein.

• The “Farmbrite Partner Program” or “Partner Program” refers to the partner program operated by Farmbrite.

• “Farmbrite Product”, “Farmbrite Program”, “Farmbrite Service,” and “Farmbrite Software” refer to the Farmbrite product, services, and application available at farmbrite.com or related domains.

• Partner Program Manager means the individual or individuals who have the legal authority from Farmbrite to manage and represent its interests in the Partner Program.

• Partner, “you”, “your”, and “yours” mean the legal entity agreeing to participate in the Program and who will legally be bound by the terms and conditions herein.

• “Solutions Partner”, “Value Added Reseller”, “VAR” mean a partner who is providing Farmbrite as an added value to their end customer through consulting or advisory services.

• “Farmbrite Partners” and “Partners” mean all entities that have been authorized by Farmbrite to market, sell, refer, sublicense, or provide onboarding services or support for the Farmbrite product or otherwise partner with Farmbrite by entering into and executing these Partner Program Terms.

• “Partner Customer” means the Partner’s Customer who is the end user of the Farmbrite Product.

• “Partner Type” means a category or type of Partner that has a particular scope and terms governing such participation in the Partner Program, as defined in the Partner Guide and this Agreement.

• “Effective Date” means the last date of acceptance of the Partner Terms.

• “Customer” means an individual or entity that has subscribed to the Farmbrite product, either directly or through a relationship with the Partner

• “Partner Agreement” refers to the Terms and Conditions of the Partner Program.

• “Farmbrite Website(s)” refers to farmbrite.com or any of its subdomains.

• “Partner Portal” means the online tool provided by Farmbrite, which is accessible by the Partner according to the Partner Guide and this Agreement, which allows the Partner to purchase, provision, and manage Partner Customer accounts.

• “Subscriber Terms”, “Customer Terms”, “User Terms,” or “Terms and Conditions” means the agreement governing the Customer’s use of the Farmbrite software, as updated by Farmbrite at its sole discretion from time to time, available at https://www.farmbrite.com/terms.
   

1. Partner Qualifications:

To qualify for participation in the Farmbrite Partner Program, you must meet the following requirements:

 

1. Be a registered business.

2. Meet the definition of a Value Added Solutions Partner who provides services or products to farmers or ranchers which does not directly compete with Farmbrite services or products (eg, they offer a complimentary product not a competing one) and through their joint usage with the Farmbrite product provide additional value above and beyond what the Farmbrite product offers.

3. Intend to promote or refer customers to the Farmbrite product and to offer Farmbrite to your customers as part of adding additional value to your core business through relevant consulting or advisory services.

4. Have legal authority to enter into this agreement and be bound by the promises, covenants, and other duties set forth herein.

5. Complete and submit the online application through Farmbrite.com.

6. Execute all necessary agreements with Farmbrite.

7. Pass a mandatory security & compliance review.

8. Complete any required training and agreements.

9. Be enrolled, accepted, and approved by Farmbrite.
    

2. Partner Obligations and Requirements:

2.1 Partner (and its employees, officers, directors, sub-contractors, or other third parties working under this Agreement) shall at all times comply with all requirements under the Agreement and all applicable laws and regulations. Partner shall always represent Farmbrite, Farmbrite employees and officers, and the Farmbrite product positively and professionally and will not disparage Farmbrite or the Farmbrite Product in any way that may cause harm to Farmbrite or its reputation. As such, the Partner will promote Farmbrite in a balanced and equitable manner compared to any other competing products. The Partner will not engage in any deceptive, misleading, illegal, or unethical business activities or make any representations, guarantees, warranties, or commitments regarding the Farmbrite Service

2.2 Farmbrite reserves the right to reject your membership in our Partner Program at any point in time at our sole discretion.

2.3 In the event that the Partner breaches this Agreement and Farmbrite may terminate this Agreement.

2.4 The Partner agrees that the Partner’s website, service, or correspondence does not contain any materials that, in Farmbrites’ sole discretion, are considered to:

• Promote adult content or sexually provocative images; 

• Includes violent, obscene, defamatory, libelous, slanderous, and/or unlawful content;

• Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;

• Incorporate any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;

• Includes “Farmbrite” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns;

• Promote political or religious agendas and/or any known associations with hate, criminal, and/or terrorist activities;

• Promote gambling, including, without limitation, any online casino, sports book, bingo, or poker;

• Contain software downloads that potentially enable diversions of commission from other Partners in our program;

• Make representations through domain name, code, designs, imagery, video, text, or otherwise that make your website resemble the Farmbrite Website in a manner that leads customers to believe you are the Farmbrite Website, business, or a legal representative of Farmbrite in any way. The creation of separate websites solely to promote Farmbrite products and services is also strictly prohibited.

• Attempt to represent yourself as a representative of Farmbrite.

• Make false claims about Farmbrite or the Farmbrite Service or publish any content that disparages Farmbrite or the Farmbrite Product in any way;

• Promote any special deal or offer in a way that contradicts the arrangement set forth by the Agreement;

• Promote competitors of Farmbrite or the Farmbrite Product;

• Partners may not bid on search phrases in Google AdWords or other advertising, such as Farmbrite, Farmbrite coupon (s), Farmbrite discount (s), or any misspellings of our brand name;

• Farmbrite reserves the right, at any time, to review Partner website and promotional materials and, if appropriate, require that you make changes that comply with these guidelines;

• The Partner is solely responsible for the maintenance and information updates to your site. For example, if Farmbrite’s pricing policy changes, it will be up to the Partner to update this information. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5 It is your sole responsibility to follow all applicable laws, regulations, government decrees, authorities’ decisions, and the like relating to:

• protection of intellectual property;

• marketing of goods and services;

• tax filing and reporting;

• data security and privacy;

• maintaining accurate and complete records;

• unfair business practices; and

• any other similar field of regulation that pertains to your website or any promotional materials on your website. If you violate any such rules of law or any third party presents any allegations or claims that pertain to information you place on your website and promotional materials you use, you will indemnify and hold Farmbrite harmless for any and all costs arising out of any such violations, allegations, or claims.

2.6 If your account was terminated due to violations set forth in these Partner Program Terms, you may not create another account in our Partner Program, and any additional benefits provided to you as a Partner will be revoked.

2.7 Partner Customers may only access and use the Farmbrite Product based on the plan level the Partners selected and provisioned for them, and when the Partner has an Active Farmbrite Account. Use of the Farmbrite Product by a Customer is subject to the Subscriber Terms and Product Terms, and the Partner is responsible for ensuring that each Customer is aware of and accepts the Subscriber Terms as well as the Product Terms before the Customer is granted access to the Farmbrite Product. The Partner's customer will accept the terms of use when using the software. The partner has no authority to modify, alter, remove, append, or negotiate the Subscriber Terms or Product Terms with Customers. Farmbrite is under no obligation to provide the Customer with access to the Product or issue invoices to the Partner if the Customer has not agreed to the Subscriber Terms and Product Terms, and Farmbrite reserves the right to refuse access to any Customer at its sole discretion. 

2.8 The partner must not act or represent itself as an agent, employee, officer, or representative of Farmbrite. The partner is not permitted to assign, transfer, or sublicense any of its rights and obligations under the Agreement.

2.9 Partner agrees to complete, upon Farmbrite’s reasonable request, any surveys, forms, training, and/or certifications relating to the Agreement or the Farmbrite Partner Program.
 

3. Farmbrite Rights and Obligations

3.1 We reserve the right to monitor your site at any time to determine whether you are following these Terms and Conditions. We may inform you of any changes to your site that we feel you should make. Failure to make the changes to your site that we feel are necessary within a reasonable time (within 30 days) constitutes a material breach of this Partner Agreement.

3.2 Farmbrite reserves the right to terminate your participation in the Partner program immediately and without prior notice to you if you commit fraud or abuse this Partner Program in any way (including material breaches of this Partner Agreement and/or our terms of use). If such fraud or abuse is detected, Farmbrite shall not be liable for any fraudulent sales/sales based on abuse.

3.3 These Terms and Conditions will begin to apply to you upon our acceptance of your Partner application, and your application will continue indefinitely unless terminated hereunder.
 

4. Termination

4.1 Either the Partner or Farmbrite may end this Partner Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party.

4.2 This Partner Agreement will terminate immediately without notice upon any material breach of the Terms and Conditions by the Partner.
 

5. Modification

We may modify, add to, or remove any of these Terms and Conditions at any point in time. In such an event, you will need to comply with a revised version of these Terms and Conditions. If any modification is unacceptable to you, your only option is to end your association with the Partner Program. If you do not accept the modified Partner Program Terms within 30 days of the update, we reserve the right to terminate your Partner account.

Continued participation in the Partner Program will indicate your agreement to the changes and your adherence to any modified Terms and Conditions.
 

6. Pricing and Payments 

6.1 The Partner is solely responsible for determining Customer pricing, invoicing Partner Customers, and collecting amounts due from Partner Customers. 

 

6.3 Partner pricing specific to the access of the Farmbrite Product by Partner Customer should not exceed the amount Farmbrite lists or charges for the same product or service through its website at www.farmbrite.com.

 

6.2 The partner will pay all fees and charges invoiced by Farmbrite within thirty (30) days of the invoice date (the "Payment Period") unless otherwise provided in the Agreement. If Partner disputes any part of an invoice, Partner will, within the Payment Period, pay the undisputed part and provide Farmbrite with written notice including details of the dispute. Amounts due are payable in U.S. dollars and are non-cancelable and non-refundable unless otherwise provided in the Agreement. The Partner is responsible for providing complete and accurate billing information to Farmbrite, including maintaining a valid payment method on file. The partner is also responsible for providing any purchase order number (PO) to Farmbrite if the Partner requires one. Farmbrite reserves the right to suspend the Partner’s account, including the Partner Customer's access, if the Partner’s account becomes overdue. Unpaid amounts may be subject to interest at the lesser of 1% per month or the maximum permitted by law and may include additional collection costs. Suspension of the Partner’s account will not relieve the Partner’s obligation to pay amounts due.

 

6.3. The partner is responsible for any charges, fees, taxes, exchange rates, surcharges, and other expenses arising out of the Partner relationship with Farmbrite, including those incurred to receive Partner payments.

6.4 Taxes

1. Each Party shall be responsible for taxes on its own net income and employment taxes on its employees. The price of the Farmbrite Service shall be exclusive of any applicable taxes, levies, or duties, including but not limited to sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties ("Indirect Taxes"). Farmbrite utilizes the Reverse Charge mechanism for the appropriate sales or use taxes; as such, the Partner is responsible for payment of all such taxes, levies, or duties, excluding taxes based solely on Farmbrite's net income.

2. The partner agrees to maintain accurate tax information on file on Farmbrite, following all applicable tax regulations.
    

7. Partner Promotional Materials and Marketing

7.1. You are free to promote what you deem appropriate on your own website(s), social media, or other marketing channels, but any promotion that mentions Farmbrite and any associated trademarks may be perceived by the press or the public as a joint effort. You should, therefore, note that certain forms of advertising are always prohibited by Farmbrite. Any promotions by Partners should never contravene promotional laws in their location.

Advertising, commonly known as “spamming,” is inappropriate and unacceptable to us and constitutes a material breach of this Partner Agreement. In any direct marketing messages sent by the Partner, the Partner must identify itself and its contact details and comply with relevant data privacy laws (including but not limited to information referred to in Articles 13 and 14 of the General Data Protection Regulation (EU) 2016/679). 

Also, in any messages that promote Farmbrite, you must clearly represent yourself and your website(s) as independent from Farmbrite. 

7.2. Partners should not bid in pay-per-click campaigns on keywords such as Farmbrite.com, Farmbrite, Farmbrite coupons, Farmbrite Discounts, www.Farmbrite, www.Farmbrite.com, and/or any misspellings or similar alterations of these, be it separately or in combination with any other keywords.

7.3 In no event shall Partner (a) sell, resell, license, sub-license, distribute, make available, rent, lease, or otherwise exploit the Farmbrite Product, except as expressly set forth in the Agreement; (b) modify or make derivative works based upon the Farmbrite Product; (c) attempt to access to or use of the Farmbrite Product in any way that attempts to circumvents usage limitations; (d) access the Farmbrite Product in order to build a competitive product or service, or otherwise attempt to reverse engineer or duplicate the Farmbrite Product; (e) share Farmbrite’s intellectual property with any of Farmbrite’s competitors or any unauthorized entities; (f) use or otherwise interact with the Farmbrite Product in any way that degrades or is detrimental to the performance or availability of the Farmbrite Product, (g) attempt to gain unauthorized access to the Farmbrite Product, systems or networks; (h) use, promote or share information about the Farmbrite Product in a manner that is misleading, including misrepresenting Partner’s relationship with Farmbrite, or that otherwise reflects negatively on or may cause harm to Farmbrite; (i) modify in any way Farmbrite’s trademarks and/or associated logos, markings or notice of Farmbrite’s intellectual property or other property rights; or (j) use or make available the Farmbrite Product for any purpose other than as specified in the Agreement, including making the Farmbrite Product available to unauthorized third party users.
 

8. Ownership, Grant of Licenses, Ownership, and Intellectual Property

8.1 Farmbrite and its licensors exclusively own and will continue to own all rights, title, and interest, including all related Intellectual Property Rights, in and to; its Confidential Information; the Farmbrite Service and underlying software, including any and all improvements, updates, enhancements, customizations, or modifications; the Documentation; any documents or materials Farmbrite shares with Partners; all Farmbrite logos, trademarks, brand assets and materials. Farmbrite reserves all rights not expressly granted to the Partner in the Agreement. Nothing contained in the Agreement shall be construed to transfer any rights in or to any of the foregoing unless and other than as explicitly outlined in the Agreement.

8.2. We grant to you the Partner and your Customers a non-exclusive, non-transferable, revocable right to (i) access our site and Partner Portal solely under the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are in good standing with the Partner Program. You agree that all uses of the Licensed Materials will be on behalf of Farmbrite, and the goodwill associated with it will ensure the sole benefit of Farmbrite. 

8.3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in any negative light. 

8.4 Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Partner Agreement, each party retains all rights, titles, and interests to its respective rights, and no right, title, or interest is transferred to the other.
 

9. Data Security, Privacy, and Compliance

9.1 Partner agrees that its relationship to Farmbrite is that of a sub-processor when accessing Customer Data. Farmbrite may provide the Partner access to the Customer’s account information in order for the Partner to provide services related to the Farmbrite Product. Partner shall not: (a) disclose Customer Data except as compelled by law or as expressly approved by Customer in writing; provided, however, that if disclosure is compelled by law, the Partner shall promptly notify Farmbrite in writing prior to such disclosure (to the extent permitted by law) and describe the applicable law or regulation under which the disclosure is required; (b) access or modify Customer Data except to provide the Partner service; or (c) use Customer Information to promote its own products or services in any way unless explicitly agreed to in writing between Customer and Partner. The partner also agrees to review, acknowledge, and comply with applicable provisions in Farmbrite’s Privacy Policy at https://www.farmbrite.com/privacy, as updated by Farmbrite, at its sole discretion, from time to time.

9.2 The parties note that the Partner is free to determine the essential means of processing personal data relating to its Partner marketing activities. For instance, whether or not the Partner targets any identified or identifiable natural persons as a part of its marketing efforts or otherwise processes personal data for Partner marketing purposes is solely determined by the Partner. As a consequence, the Partner serves as a data controller with regard to any personal data processed by it for the purpose of marketing or managing its own services.

The Partner undertakes to process personal data only in accordance with the applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679. Any material breach by the Partner of the applicable data protection laws is considered a material breach of this Partner Agreement.

9.3 Neither Party shall sell, service, access, or use the Farmbrite Product in a U.S. embargoed country or region or in violation of any U.S. or other governing jurisdictions' sanctions, laws, or regulations or to any individuals or organizations (whether directly or indirectly).
 

10. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Partner Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
 

11. Miscellaneous

11.1 You certify that you are an independent contractor, and as such, nothing in this Partner Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Farmbrite. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this Section.

11.2 Neither party may assign its rights or obligations under this Partner Agreement to any third party, except to a party who obtains all or substantially all of the business or assets of a party to this Partner Agreement.

11.3 This Partner Agreement shall be governed by and interpreted in accordance with the laws of the United States of America without regard to the conflicts of laws and principles thereof. Any disputes relating to or arising out of this Partner Agreement shall be resolved by the District Court of Boulder, Colorado, as the court of first instance.

11.4 You may not amend or waive any provision of this Partner Agreement. 

11.5. This Partner Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written with the exception of terms as defined in our general user terms of use found at www.farmbrite.com/terms. 

11.6 The headings and titles that are contained in this Partner Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Partner Agreement.

11.7 If any provision of this Partner Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Partner Agreement shall have full force and effect.

11.9 The Partner Agreement is an electronic contract that sets out the legally binding terms of your participation in the Farmbrite Partner program. You indicate your acceptance of this Partner Agreement and all of the terms and conditions contained or referenced in this Partner Agreement by completing the Partner Program application/signup process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.