mSalesApp will determine whether you are accepted to the Program once the Partnership Prerequisites above have been completed. mSalesApp reserves the right to accept or decline any organisation or individual as a mSalesApp Partner regardless of whether the Partnership Prerequisites have been met, for example if mSalesApp determines that you are likely to be unable to meet the Ongoing Requirements set out below.

Program Benefits

Once you have been accepted to, and as long as you remain part of, the Program, you will receive access to the applicable benefits of the Program, as modified or updated by mSalesApp from time to time, at the specified status level, including:

• One subscription to mSalesApp for internal use by your business
• Access to Partner-only information and support from a mSalesApp Account Manager

Ongoing Obligations

To maintain status as a mSalesApp Partner, you agree to:

• Actively promote mSalesApp to existing and potential clients consistent with your professional and ethical obligations
• Ensure that at least one staff member is up to date with mSalesApp advisor training at all times
• Either
  
  (a) add at least one paid client subscription (not including the mSalesApp subscription for internal use provided as part of the Program Benefits) to your Partner account within 60 days of acceptance into the Program, and then maintain at least one paid client subscription to your Partner account on an ongoing basis; or
  
  (b) be invited into, with an advisor role, at least one paid client subscription, and continue to be invited into, with an advisor role, at least one paid client subscription on an ongoing basis
• Promote mSalesApp on your website (if you have one) by maintaining an active hyperlink to msalesapp.com and adhering to the mSalesApp Brand Guidelines, including not using the mSalesApp name or logo anywhere in your company/partner-programs/partnership name, registered business name, product name, service offering, URL, or any social media accounts
• Otherwise act in good faith in the offering and use of mSalesApp

Duration of the Partner Agreement

This Partner Agreement is effective immediately upon you being accepted into the Program by mSalesApp, and remains in force until:

• Superseded by mSalesApp at any time effective upon the online publication of updated or modified terms – notice of relevant material updates and modifications to this Agreement will be communicated to you via email, at the email address on record
• This Partner Agreement is terminated by either party for any reason by providing one month’s notice in writing to the other party
• This Partner Agreement is terminated by either party, with immediate effect upon written notice being provided to the other party, for that other party’s material breach of any of the terms of this Partner Agreement

If this Partner Agreement is terminated for any reason, you will no longer be able to participate in, or receive the benefits of, the Program.

For the avoidance of doubt, notwithstanding the termination of this Partner Agreement, mSalesApp Terms of Use will continue to apply to your use of the Services (as defined in mSalesApp Terms of Use ) that mSalesApp may make available to you as a non-partner, and the following sections of this Partner Agreement will survive any such termination: “Applicability of mSalesApp Terms of Use”, “Relationship of Parties” and “Indemnity”.

Billing

If your client does not wish to manage and pay for a mSalesApp Business Edition subscription themselves, you may manage and pay for that subscription on their behalf.

To qualify for applicable reduced pricing on mSalesApp Business Edition subscriptions for which you are the Subscriber (as defined in mSalesApp Terms of Use ), you must:

• only have 1 billing account associated with your mSalesApp subscriptions
• the billing account must be paid by you or your business and not by an individual client
• nominate and advise mSalesApp who, within the business, will be responsible for all matters relating to the billing account

You agree to adhere to the mSalesApp subscription and payment terms set out in Xero’s Terms of Use , as updated or amended from time to time.

Applicability of mSalesApp Terms of Use

This Partner Agreement applies in addition to, and should be read in conjunction with, mSalesApp Terms of Use, which are incorporated in this Partner Agreement by reference to the extent applicable and which govern matters in relation to your dealings with mSalesApp, including limitations on liability, indemnification, intellectual property, and governing law.

You acknowledge and agree that all access (including by Invited Users, as defined in mSalesApp Terms of Use) to mSalesApp services will be subject to mSalesApp then current Terms of Use.

In the event of any inconsistency between this Partner Agreement and mSalesApp Terms of Use, mSalesApp Terms of Use will take priority.

Relationship of Parties

No agency, partnership, joint venture or employment is created between mSalesApp and you as a result of this Partner Agreement. You are not authorised to create any obligation, express or implied, on behalf of mSalesApp.

Indemnity

You agree to indemnify mSalesApp against any and all claims, costs, damages and/or loss that mSalesApp may sustain or incur, as a result of any claim by a third party, including your clients and any mSalesApp users, arising from:

(a) your acts or omissions including, but not limited to, your provision of professional services, implementation support, or other products or services,

(b) your breach of this Partner Agreement.