ZoomInfo Referral Partner Agreement (via PartnerStack)

This ZoomInfo Referral Partner Agreement (the “Agreement”) applies to ZoomInfo’s Referral Partner Program (the “Program”) and is hereby entered into by and between Partner (as identified below) and ZoomInfo Technologies LLC, a Delaware limited liability company with its principal place of business at 805 Broadway Street, Suite 900, Vancouver, WA 98660 (“ZoomInfo”). Partner and ZoomInfo hereby agree as follows:

1. DEFINITIONS

1.1 Effective Date means the first date upon which both parties hereto have executed this Agreement.
1.2 End User means a third party that is licensed to use the Service.
1.3 Opportunity means current business contact information of a person employed by a Prospect (1) in connection by which ZoomInfo does not have an open opportunity on the Referral Date, as shown conclusively by ZoomInfo’s CRM records, and (2) which is not an affiliate of the Partner.
1.4 Prospect means a company that is not an End User on the Referral Date.
1.5 Qualified Purchase means the event by which a Prospect becomes an End User to the Service resulting from a Referral. A purchase is presumed not to have resulted from a Referral if it occurs more than six (6) months from the Referral Date.
1.6 Referral means the communication by electronic submission to ZoomInfo by Partner of an Opportunity.
1.7 Referral Date means the date upon which an Opportunity is first communicated to ZoomInfo.
1.8 Service means ZoomInfo’s online software platform and access to its proprietary database. This Service does not include support, implementation, customization, training, consulting or other professional services, long-distance minutes, or third-party products or services.

2. REFERRALS

Subject to the terms and conditions of this Agreement, ZoomInfo will make reasonable means available for Partner to make Referrals to ZoomInfo. Partner’s rights under this Agreement are neither assignable nor transferable without the prior written consent of ZoomInfo. Rights not expressly granted in this Agreement are hereby reserved by ZoomInfo. Partner understands and acknowledges that ZoomInfo and its other Affiliates may sell the Services directly and indirectly to Prospects. Partner understands and acknowledges that ZoomInfo is under no obligation to offer services to any Prospect and may or may not enter an agreement for the Service with a given Prospect, including any Prospect referred by Partner, in ZoomInfo’s sole and absolute discretion. Partner shall have no right or recourse under this Agreement resulting from ZoomInfo’s refusal, for any reason or no reason at all, to offer the Services to any Prospect.

3. REFERRAL FEE

3.1. Referral Fee and Payment. In the event of a Qualified Purchase, ZoomInfo shall pay a Referral Fee to Partner which shall be calculated in accordance with the applicable referral fee schedule and paid as set forth in Exhibit A. The parties understand, acknowledge, and agree that this Agreement does not create a trust nor any fiduciary or other obligations on the part of ZoomInfo beyond those expressly set forth in this Agreement. Further, in the event that ZoomInfo does not receive payment from an End User for a Qualified Purchase, ZoomInfo is granted the right to, in its sole and absolute discretion, either (i) invoice Partner for the Referral Fee paid to Partner related to such Qualified Purchase and Partner agrees to pay such invoice within 30 days of receipt; or (ii) deduct the amount of the Referral Fee paid to Partner related to such Qualified Purchase from any future Referral Fee payments owed to Partner hereunder.
3.2. Taxes. Nothing herein shall create any obligation on the part of either party to pay any taxes owed by the other party, including any tax liability of Partner that may arise from receipt of a Referral Fee. Partner shall provide ZoomInfo with an IRS Form W-9 and any other information necessary for ZoomInfo to comply with tax reporting requirements resulting from this Agreement.

4. ACCESS TO THE SERVICE

4.1 If ZoomInfo grants Partner access to the Service, unless such access is governed by a separate written license agreement between the parties, Partner’s access to the Service and any information obtained though the Service shall be governed by the ZoomInfo License Terms and Conditions available at https://www.zoominfo.com/business/about-zoominfo/ltc (the “LTC”). Partner acknowledges and agrees that the LTC may be updated or amended by ZoomInfo at any time, and any updates or amendments will become binding on Partner the next time Partner accesses the Service or any information obtained from the Service, after such update or amendment. Partner acknowledges and agrees that posting updates or amendments to the LTC at the web address set forth herein shall constitute notice to Partner of any such update or amendment. In the event that Partner does not agree to be bound by the LTC or any updates or amendments to the LTC, Partner’s sole recourse shall be to cease accessing or using the Service or any information available or obtained through the Service.

5. PARTNER’S OBLIGATIONS

5.1. Conduct. Partner agrees (i) to conduct business in a manner that complies with all applicable laws and regulations and reflects favorably at all times on the Services and the goodwill and reputation of ZoomInfo, (ii) not to engage in any deceptive, misleading or unethical practices, (iii) not to publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material, and (iv) to make no representations, warranties, or guarantees with respect to the specifications, features, or capabilities of Services that are inconsistent with the license agreements, warranties, or literature distributed by ZoomInfo.
5.2. Protection of Services. Partner shall promptly notify ZoomInfo of any suspected copyright or trademark infringement and provide reasonable assistance in investigating and prosecuting any such activity. Partner shall not deface, obscure, or remove from the Service any copyright notice, trademark, labeling, or other notice or item included therein or therewith, and Partner shall not permit or encourage another to do so.

6. WARRANTIES, DISCLAIMERS AND LIMITATIONS

6.1. Standard Warranty. The warranties of ZoomInfo applicable to the Services are stated in the terms of use agreement between ZoomInfo and the End User and are the only warranties made by ZoomInfo relating to the Services. Such warranties are made to the End User (and not Partner) and are subject to any, and all accompanying disclaimers, limitations, and other terms.
6.2. Disclaimers. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1, ZOOMINFO MAKES NO WARRANTIES, AND ZOOMINFO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6.3. Limitation on Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ZOOMINFO’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF REFERRAL FEES PAID BY ZOOMINFO TO PARTNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CAUSE OF ACTION AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
6.4. Exclusion of Certain Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ZOOMINFO SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ZOOMINFO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

7. INDEMNITY

7.1. Misrepresentation and Wrongful Conduct. Partner shall be responsible for, and shall indemnify ZoomInfo against and hold ZoomInfo harmless from, any and all claims, damages, suits, judgments and expenses (including reasonable attorneys’ fees) arising out of any misrepresentation or wrongful conduct of Partner or its employees or agents. Partner agrees that in the course of advertising and selling the Services it shall make no representations or claims other than those contained in the standard descriptions and advertising literature for the Services furnished to Partner by ZoomInfo. In the event that Partner makes any representation or claim other than those permitted above, ZoomInfo shall have no responsibility, liability, obligation, or expense relating to or resulting from such representation or claim by Partner and Partner shall indemnify ZoomInfo against any such responsibility, liability, obligation, or expense.
7.2. Intellectual Property. ZoomInfo agrees to defend Partner against any action brought against Partner with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that the Services infringes or violates any U.S. intellectual property rights of third parties not affiliated with Licensee, including without limitation, rights associated with patents, copyrights, trademarks, or trade secrets.
7.3. Notice. In claiming any indemnification under Section 7.1 or 7.2, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing Sections. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.

8. OWNERSHIP & PROPRIETARY RIGHTS

8.1. Property Rights. Partner agrees and acknowledges that this Agreement does not transfer or convey to Partner or its End Users any ownership in or to the Services, or in or to any patents, trademarks, inventions, copyrights, trade secrets or any other intellectual property relating to the Services, and that all of the foregoing are owned and held exclusively by ZoomInfo and/or its licensors, if any.
8.2. Modification. This Agreement does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate, or otherwise copy or reproduce any of the Services. Partner shall not develop derivative works or derivative products with the use or aid of any Services, or reproduce or disassemble, decompile, reverse engineer any Services. Partner shall not modify the Services or bundle the Services with any non-ZoomInfo services or components without express written consent from ZoomInfo.
8.3. Feedback. Any recommendations, ideas, contributions, corrections, enhancements, improvements, or the like relating to the Services that are submitted to ZoomInfo by Partner and are incorporated, implemented, or used by ZoomInfo in the Services, or in any computer programs, products, technology, or processes of ZoomInfo, shall be the sole property of ZoomInfo and the same, together with all copyrights, trade secrets, patent rights, and other intellectual property thereto shall be and hereby are assigned to ZoomInfo.

9. CONFIDENTIALITY

Partner acknowledges that, by reason of its relationship to ZoomInfo under this Agreement, Partner may have access to certain information and materials concerning business, plans, End Users, technology, and products that are confidential. Such information and materials are of substantial value to ZoomInfo which value would be impaired if such information were disclosed to third parties. Partner shall not disclose to third parties, or use in any way for its own account or for the account of any third party, any such confidential information disclosed to it by ZoomInfo. Partner shall not publish any descriptions of the Services beyond the descriptions published by ZoomInfo.

10. TRADEMARKS & TRADE NAMES

10.1. Trademark Rights. Subject to the terms and conditions of this Agreement, ZoomInfo grants to Partner a nonexclusive, nontransferable, royalty-free right to use the ZoomInfo name and logo (“Trademarks”), but only to promote and market the Services during the term of this Agreement and only in accordance with ZoomInfo’s then-current trademark usage policies as published by ZoomInfo on its web site or as otherwise communicated to Partner from time to time. Partner acknowledges that ZoomInfo is the owner of the Trademarks and Partner agrees that it will do nothing inconsistent with such ownership and that all use of the Trademarks by Partner shall inure to the benefit of ZoomInfo. Upon use of ZoomInfo trademarks, Partner agrees to notify ZoomInfo within thirty (30) days of its use and to supply a copy of the material containing trademarks, including disclosure of distribution and intended recipients of the material. Partner acknowledges that the Trademarks are valid under applicable law. Partner shall not register or attempt to register the Trademarks in any country or jurisdiction. Partner shall not make any express or implied statement or suggestion, or use the Trademarks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on ZoomInfo or its business, products or services.
10.2. No Conflict. Partner agrees that it shall not adopt a trademark, trade name, uniform resource locator (“URL”), Internet domain name, or symbol confusingly similar to any trademark or name of ZoomInfo or its products. If it is found that Partner has used or is using or has previously registered such prior to or after entering into this Agreement, Partner shall irrevocably and without limitation or additional consideration assign, transfer, and convey all rights, privileges, registrations, and titles, if any, claimed by Partner to ZoomInfo and shall then strictly comply with the provisions of this Section 10. ZoomInfo may (in addition to any other available remedies) terminate this Agreement immediately if Partner opposes, contests, or challenges in any manner ZoomInfo’s ownership and use of its name and trademarks.

11. TERM & TERMINATION

11.1. Term of the Agreement. This Agreement shall commence as of the Effective Date and shall continue in effect for one (1) year. This Agreement shall thereafter automatically renew for successive one-year terms.
11.2. Termination. Either party may terminate this Agreement at any time upon 30 days prior written notice to the other party. This Agreement shall automatically terminate in the event that either party makes any assignment for the benefit of creditors, files a petition for bankruptcy, or is adjudged bankrupt or becomes insolvent or is place in the hands of a receiver.
11.3. ZoomInfo reserves the right to immediately suspend or terminate the provision of the Service to any End User that violates ZoomInfo’s End User License Agreement.
11.4. Effect of Termination. Upon termination of this Agreement for any reason, all rights and licenses granted to Partner under this Agreement will immediately terminate. Partner shall continue to be entitled to receive any amounts owing to Partner up to the date of termination, after payment of which Referral Fees to Partner will be discontinued, unless otherwise stated in this Agreement. Termination of this Agreement shall not act as a waiver of any breach of this Agreement or as a release of either party from any liability for breach of such party’s obligations under this Agreement. Notwithstanding any other provision in this Agreement, ZoomInfo will not by reason of the termination of this Agreement be liable for compensation, reimbursement, or damages on account of any loss of prospective profits on anticipated sales, or on account of any expenditures, investments, or other commitments made in connection with Partner’s business or goodwill, or otherwise.
11.5. Survival. Provision of this Agreement which by their nature or express terms extend beyond the duration of this Agreement or require performance after termination of this Agreement, shall survive termination of this Agreement.

12. OTHER PROVISIONS

12.1. Notices. Unless otherwise expressly provided in this Agreement, all notices and other communications required or permitted under this Agreement must be in writing and shall be: (a) delivered personally, (b) sent by confirmed telex, fax, or e-mail (c) sent by commercial overnight courier with written verification of receipt, or (d) sent by registered or certified mail, return receipt requested, postage paid. Unless a substitute address is communicated to the other party in writing, any such communications must be sent to Partner’s address as set forth in this Agreement and to ZoomInfo at the following address: ZoomInfo, Attn: Partner Program, 805 Broadway St., Suite 900, Vancouver, WA 98660.
12.2. Assignment and Successors. Partner may not transfer or assign, directly or indirectly, this Agreement or any interest therein or any right or obligation thereunder, voluntarily or by operation of law without ZoomInfo’s prior written consent. ZoomInfo may assign or transfer this Agreement to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger without Partner’s consent. Any attempted assignment or delegation without consent of the other party, except as expressly set forth herein, will be void or, at the non-assigning party’s sole discretion, may be treated as fully binding upon and in force and effect against any such successor or assign. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and their assigns.
12.3. Independent Contractors. The parties are independent contractors. Notwithstanding the use of the term “Partner” in this Agreement, for all legal purposes, the parties are not partners or joint ventures and their relationship is not that of a partnership, joint venture, or principal-agent. Instead, the parties are independent contractors. All financial obligations associated with a party’s business are the sole responsibility of such party. Partner does not have any express or implied right, power, or authority to enter into any agreement or commitment on behalf of ZoomInfo. All sales and other agreements between Partner and its End Users are Partner’s exclusive responsibility.
12.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the law of the State of Washington. The federal and state courts of the State of Washington shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement, and the parties hereto agree to submit to and not contest the personal jurisdiction of such courts over such parties for purposes of any dispute arising from or related to this Agreement.
12.5. Publicity. ZoomInfo may use the name and identity of Partner in advertising, publicity, or similar materials to designate Partner as a participant in the Program.
12.6. Entire Agreement. This Agreement: (i) represents the entire agreement between the parties relating to the subject matter of this Agreement, (ii) supersedes all prior agreements, documents, understandings, and representations relating to the subject matter of this Agreement, and (iii) may only be amended by a writing signed by both parties, except for any revisions that ZoomInfo may make as described in Section 1.5 and Section 12.7. Any terms or conditions of any purchase order or other document submitted by Partner which are in addition to, different from or inconsistent with the terms and conditions of this Agreement are not binding on ZoomInfo and are ineffective.
12.7. Revisions. ZoomInfo may revise this agreement from time to time, with any revisions becoming effective and superseding all earlier terms and conditions thirty (30) days after it is delivered through one of the methods listed in Section 12.1.
12.8. Severability. If any provision of this Agreement is invalid under applicable law, such provision shall be limited, narrowed, construed and altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary, the invalid provision shall be eliminated from this Agreement and the remaining provisions shall remain in full force and effect.
12.9. Construction. The wording of this Agreement is the wording selected by the parties to define their mutual agreement, and this Agreement shall not be construed or interpreted in any manner that favors any party over the other party. Further, whenever the context reasonably permits, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof. Version: November 10, 2020

EXHIBIT A

The Referral Fee associated with any Qualified Account shall be defined as follows: The applicable percentage (the Commission Rate), according to the following schedule, of the portion of the Subscription Fee that is payable to ZoomInfo for the first 12 months of the Service in any license agreement between ZoomInfo and the corresponding End User.