cFIRST LLC RESELLER PARTNERSHIP


PROGRAM TERMS OF SERVICE

This agreement (the “Agreement”) is made and entered into by and between cFIRST LLC. (“cFIRST”) a company incorporated under the laws of the Ohio states, and each entity applying to the Program, as defined below, through the Platform and/or Website (each a “Reseller Prospect”).

1. General Terms and Definitions

  1. “cFIRST Sites” include, without limitation, cfirst.io, cfirstcorp.com, and cfirstverify.com (each a “cFIRST Site”)
  2. "Content" means any and all banner advertisements, text, links, widgets, data, images, videos, PDFs, graphics and/or any other information, documentation, or materials provided by cFIRST to a Reseller Partner to promote and/or advertise cFIRST’s Services in connection with the Program
  3. “Program” means the “cFIRST Reseller Partnership Program” operated by cFIRST pursuant to which each Reseller Partner advertises and/or promotes through its Site the Services available on cFIRST Sites for the purposes of earning Commission.
  4. "Reseller Partner" means a Reseller Prospect who has received Acceptance (until such time this Agreement is terminated in accordance with Section 24(a)).
  5. “Services” means global background screening services.
  6. “Site” means a website, application or, by extension, other digital, print or broadcast media that Reseller Partner (or Reseller Prospect, as the case may be) publishes, including, but not limited to websites, applications, social media posts, emails, radio, and television advertisements.
  7. “Tracking Link” means the link provided by the Platform to ensure the Reseller Partner’s referral activity is tracked and reported by the Platform in an accurate manner. It is the Reseller Partner’s responsibility to embed the Tracking Link in the Content.

2. Enrollment Process

  1. In order to enroll in the Program, Reseller Prospect must complete and submit an accurate application (the “Application”). cFIRST will evaluate the Application and will notify Reseller Prospect of acceptance or rejection. cFIRST reserves the right, in its sole and absolute discretion, to accept or reject the Application for any, or no reason, whatsoever. If Reseller Prospect’s Application is accepted, Reseller Prospect will receive an email notification of such acceptance to the Program (“Acceptance”), including directions on how to sign up for the Platform and access to a Reseller Partner Tracking Link. If the Application is temporarily rejected, Reseller Prospect is welcome to reapply to the Program after two (2) weeks of receiving the notice of rejection. If the Application is permanently rejected, Reseller Prospect will not be able to reapply to the Program. A permanent or temporary rejection may be made for a number of reasons, including, but not limited to, “Unsuitable Sites,” such as Sites that:
    1. promote sexually explicit materials;
    2. promote violence;
    3. promote discrimination based on race, sex, religion, nationality;
    4. disability, sexual orientation, or age;
    5. promote illegal activities;
    6. violate intellectual property rights;
    7. promote or contain libelous or defamatory materials;
    8. violate privacy rights;
    9. promote the use of pyramid, “Ponzi”, or similar investment schemes;
    10. include “cFIRST”, or variations or misspellings thereof in their domain names;
    11. disparage cFIRST;
    12. are under construction or not live at the time of Application;
    13. do not clearly state an online privacy policy to their visitors; or
    14. provide a portion or all of their Commission to Sites or organizations that violate any of the above criteria.
  2. Reseller Prospect will ensure that the information in the Application, including contact information, is complete and accurate. Upon Acceptance, Reseller Partner will ensure that contact and account information is kept up-to-date at all times in the Platform. Reseller Partner (or Reseller Prospect, as they case may be) hereby gives cFIRST permission to email or otherwise communicate with Reseller Partner (or Reseller Prospect, as they case may be) regarding any matters relating to the Program and to this Agreement. Reseller Partner (or Reseller Prospect, as they case may be) agrees that cFIRST, or cFIRST’s representatives may store, use, and process contact data in connection with the Program, including, but not limited to, account administration, maintenance and support activities, and payment.

3. Sites

Reseller Partner is solely responsible for: (i) the technical operation of its Site and for all related equipment; (ii) creating and posting the descriptions of the Services on its Site and linking those descriptions to the respective cFIRST Site; (iii) the accuracy and appropriateness of materials posted on its Site; (iv) ensuring that materials posted on its Site do not violate or infringe upon cFIRST’s intellectual property rights or those of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); (v) ensuring that materials posted on its Site are not libelous or otherwise illegal; (vi) ensuring that Tracking Link is in the format specified by cFIRST; (vii) clearly disclosing on its Site how it collects, uses, stores, and discloses data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers.

4. Services

Reseller Partner will close deals with entities requesting the Services of cFIRST. cFIRST shall have the right to accept or deny any such referrals based on vetting requirements and regulatory responsibilities of a consumer reporting agency. All accepted referrals shall be described in this Agreement as “Closed deals” and each a “Closed deal.” cFIRST shall, either directly or through one or more wholly owned subsidiaries, provide background screening services to Closed deals.

5. Commission

  1. As long as Reseller Partner remains a Reseller Partner, Reseller Partner will receive Commission from cFIRST for each Referred Entity that:
    1. creates a user account on a cFIRST Site by clicking the Tracking Link specific to the Reseller Partner;
    2. has not received a proposal from cFIRST regarding the Services in the last 12 months;
    3. has not had one or more meetings or communications with cFIRST regarding the Services in the last 12 months;
    4. is not already an existing customer of cFIRST (including any subsidiaries);
    5. puses the Services and completes a request for a background screening report (“Report”); and
    6. pays the necessary fees related to the delivery of a Report.
  2. cFIRST shall pay a Commission for each Closed deals a fifteen percent (15%) of gross revenue received from Closed deals for first 12 months (“Commission”). For clarity, “gross revenue” shall not include reimbursements paid to cFIRST by Closed deals for court access charges and other pass-through search-related costs.

6. Refunds

In the event that cFIRST pays Commission to Reseller Partner in error, cFIRST may collect such amount thereof directly from Reseller Partner or offset any future Commission payable against such amount.

7. Notification Regarding Rejected Referral

cFIRST shall within ten (10) business days notify Reseller Partner upon a rejection of any attempted referral.

8. No Financial Obligation to Reseller Partner’s Employees

cFIRST shall have no financial obligation to any Reseller Partner’s employees and Reseller Partner agrees that it shall be solely responsible for compensation and expenses of its employees.

9. Taxes

cFIRST shall not be responsible for any taxes owed by Reseller Partner arising out of Reseller Partner’s relationship with cFIRST as set forth in this Agreement. cFIRST shall not withhold any taxes from the Commission.

10. Program Rules

By entering into this Agreement, the Parties acknowledge and agree that:

  1. All Content is and will remain cFIRST’s intellectual property;
  2. Reseller Partner will ensure that its Site is not and does not become an Unsuitable Site;
  3. Reseller Partner is solely responsible for the development, operation, and maintenance of its Site, and for all materials that appear on its Site;
  4. Reseller Partner will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) to use the Content;
  5. Reseller Partner will not display or otherwise use cFIRST customer reviews or star ratings, in part or in whole, on its Site unless Reseller Partner has obtained approval directly from cFIRST;
  6. Reseller Partner will not cloak, hide, spoof, or otherwise obscure the URL of its Site containing Tracking Links (including by use of a redirecting page) such that cFIRST cannot reasonably determine the site from which a customer clicks through such Tracking Link to the respective cFIRST Site; and
  7. cFIRST reserves the right to modify any term or condition of this Agreement, at any time and in its sole discretion, by providing notice to the Reseller Partner and posting a change notice or a new agreement to the Platform. If any modification is unacceptable to reseller partner, the only recourse is to terminate this agreement and reseller partner’s status. Reseller partner’s continued participation in the program following notice of a change notice or new agreement on the platform will constitute binding acceptance of the change.

11. Account Management

cFIRST shall process and deliver Reports to Closed deals on an as needed and as requested basis. Customer background screening accounts of all Closed deals shall be owned by cFIRST and, as such, cFIRST shall be responsible for all billing, collections, customer service and other aspects of providing the Reports to the Closed deals.

12. Legal Compliance

cFIRST shall be responsible for all aspects of compliance with applicable laws, rules, and regulations which govern the provision and/or sale of the Reports. Notwithstanding the foregoing, under no circumstances shall cFIRST be responsible for ensuring Reseller Partner’s or Closed deals’ compliance with applicable laws, rules, and regulations.

13. Marketing

Reseller Partner shall only market cFIRST’s services using materials that have been approved and authorized by cFIRST. Once this Agreement terminates, Reseller Partner shall discontinue marketing cFIRST’s services and shall return all cFIRST materials to cFIRST.

14. Partner Materials

Reseller Partner shall submit to cFIRST for approval all marketing collateral (including, but not limited to the Reseller Partner’s website, e-mails, brochures, reports, and newsletters) that uses the cFIRST name or likeness or otherwise makes mention of cFIRST or its services. Reseller Partner shall ensure that any marketing collateral it uses or presents complies with all applicable laws, rules and regulations. Notwithstanding anything to the contrary in this Agreement, Reseller Partner understands and agrees that, unless otherwise pre-approved in writing by cFIRST, Reseller Partner may not display the name, logo or branding of cFIRST on any Reseller Partner materials.

15. Content and Paid Advertisements

  1. Reseller Partner will not post or serve any Tracking Links or Content promoting the respective cFIRST Site within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any Site that is not the Reseller Partner’s Site.
  2. Where Reseller Partner links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement, Reseller Partners must comply with the applicable disclosure laws and regulations which may require a clear disclosure statement (regarding its monetary relationship with cFIRST) within any and all pages, blog/posts, or social media posts. These include, but are not limited to, the disclosure laws and guidelines provided by the Federal Trade Commission (“FTC”).

16. Email Communications

  1. With respect to “Electronic Communications” (e.g., email messages and text messages), Reseller Partner may not (i) generate or use Electronic Communication using or containing cFIRST’s intellectual property, or any variation or misspelling thereof, or other Content provided to Reseller Partner as part of the Program; (ii) send any other Electronic Communication that in any way suggests, implies, misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that cFIRST or any related entity was the sender or sponsor of such Electronic Communication or procured or induced Reseller Partner to send such Electronic Communication; (iii) forward, redistribute, or otherwise repurpose any Electronic Communication that we send to our Partners, Reseller Partners or clients; and (iv) generate or send any unsolicited Electronic Communication (spam) under these terms. Reseller Partner will act in compliance with all applicable laws and regulations, and Reseller Partner agrees to protect, defend, indemnify and hold harmless us and our related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, incurred by us or our related entities arising out of or in connection with your violation of any of the terms or prohibitions contained in the Agreement or any law, rule or regulation.
  2. With respect to Electronic Communications, Reseller Partner represents and warrants that (a) all recipients will be permission-based subscribers; (b) Reseller Partner will not involve cFIRST in deceptive or misleading advertising or trade practices, or violations of privacy laws, (c) all Electronic Communications will accurately identify Reseller Partner as the initiator of the communication in the 'from' line, and (d) Reseller Partner mailing domain is publicly registered. Reseller Partner is not allowed to sign up for the Services on behalf of any third party. Reseller Partner is only permitted to link third parties to the cFIRST Site, and any and all information pertaining to such third parties shall be the sole and exclusive property of cFIRST.
  3. Reseller Partner hereby agrees to receive email communications from cFIRST, including but not limited to product updates, cFIRST promotions and any other communications sent to the Reseller Partner’s community. Reseller Partner may opt out of promotional communications if Reseller Partner so chooses via the opt-out mechanism included in the emails themselves.

17. Material Changes

Each Party agrees to notify the other of any significant changes in the type of content or services offered on their respective websites within five (5) business days of such change. If either Party reasonably determines that such change is inconsistent with its image, such Party may terminate this Agreement upon five (5) business days’ prior written notice to the other Party.

18. Security

cFIRST will use commercially reasonable efforts to ensure that its facilities and all personally identifiable information are maintained in a secure environment equal to the security used to protect identifying and demographic data collected by cFIRST from other sources, but in no event shall the security employed by cFIRST be less than what is commercially reasonable.

19. Confidentiality

Each Party agrees that during the term of this Agreement, it may be provided with confidential information and/or trade secrets which are vital to the continued success of the other Party. Each Party acknowledges that it is necessary for the protection and legitimate interest of the other Party for this information to remain strictly confidential. Each Party agrees to retain such information as strictly confidential and a trade secret of the other Party. Each Party further agrees not to use or cause such information to be used, except in the performance of its obligations under this Agreement. All such information shall remain the sole property of the disclosing party. Each Party agrees to indemnify the other Party for any damages, including reasonable attorneys’ fees, which result from the disclosure of the other Party’s confidential information for any purpose other than the performance of the Parties obligations under this Agreement.

20. Privacy Policy

Reseller Partner agree to be bound by our privacy policy (as may be updated from time to time). The Privacy Policy contains the terms and conditions that governs Reseller Partner’s (and Reseller Prospect’s, as the case may be) access to and use of the cFIRST Sites. In the event that the Privacy Policy conflicts with this Agreement, this Agreement will control.

21. Representations and Warranties; Indemnification

Reseller Partner (and Reseller Prospect, as the case may be) represents, warrants and covenants that (a) it has full corporate right, power and authority to enter into the Agreement, (b) the entering into and delivery of the Agreement and the performance of it’s obligations do not conflict with, or constitute a default under any covenant, agreement, judgment, law, order or contract to which it is subject, (c) any advertising or promotion of cFIRST’s Reports or Services by Reseller Partner will be solely in connection with Reseller Partner’s participation in the cFIRST Reseller Partnership Program and will comply with all instructions provided by cFIRST, and (d) it will not use any cFIRST intellectual property (including any trademarks or copyrighted material) except as approved in writing by cFIRST in each instance. Reseller Partner (or Reseller Prospect, as the case may be) agrees to defend, indemnify and hold harmless cFIRST, its affiliates and each of their officers, directors, stockholders, employees, representatives and agents from and against any claims, demands, actions, suits, investigations, liabilities, losses, damages, costs and expenses, including attorneys’ fees and costs, arising out of, relating to, or incurred in connection with (a) it’s actual or alleged breach of the Agreement including any of the representations, warranties or covenants set forth herein, and/or (b) it’s fraud, gross negligence or willful misconduct.

22. Disclaimer

The cFIRST Reseller Partnership Program and all other products, services and rights provided or otherwise made available by or on behalf of cFIRST are provided on an “as is” and “as available” basis without guarantee, representation or warranty of any kind, whether express or implied, including as to the implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, accuracy, satisfactory quality, or arising from a course of dealing or usage of trade, and remote hereby expressly disclaims all such representations and warranties, whether express or implied, or oral or written.

23. Waiver

Reseller partner understands and agrees that, to the fullest extent permissible by law, cFIRST, its affiliates and each of their respective successors and assigns, officers, directors, employees, agents, representatives, licensors, operators, service providers, advertisers and suppliers, shall not be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising out of these terms and/or from participation in the cFIRST Reseller Partnership Program, regardless of the form of action or the basis of the claim or whether or not cFIRST has been advised of the possibility of such damages, including compensatory, consequential, incidental, special or punitive damages.

24. Term and Termination

  1. Term.

    This Agreement will remain in full force and effect until terminated by either Party. Each Party shall have the right to terminate this Agreement with or without cause at any time by providing thirty (30) days prior written notice to the non-terminating Party. In the event of any termination of this Agreement by cFIRST, except as it relates to a termination for material breach of this Agreement by Reseller Partner or a violation of an applicable law by the Reseller Partner, cFIRST shall continue to make payments in accordance with this Agreement for two (2) years following termination of this Agreement provided cFIRST continues to provide Reports to any Referred Entity during such time period.

  2. Termination for Cause.

    Either Party may terminate this Agreement upon ten (10) calendar days’ prior written notice of a material breach by the other Party, provided such breach is not cured within such ten-day (10-day) period. cFIRST may terminate this Agreement effective immediately by providing written notice to Reseller Partner if Reseller Partner (a) engages in conduct that is reasonably likely to damage cFIRST’s reputation or (b) engages in activity that cFIRST determines in its reasonable discretion to be fraudulent, including but not limited to knowingly causing any incomplete, misleading or false information to be presented to cFIRST.

  3. Termination of System Access.

    To the extent that Reseller Partner has been furnished with access to cFIRST’s computer or telecommunications networks, API, systems or databases (“Systems”) in connection with the services contemplated herein to be performed by Reseller Partner, upon termination or expiration of this Agreement, Reseller Partner shall immediately discontinue any and all use of the Systems and immediately return (and not retain in any form) any and all materials, property, documents, data or other information which facilitated or otherwise enabled Reseller Partner’s access to the System(s).

25. Miscellaneous

  1. Force Majeure.

    Neither Party shall be deemed in default under this Agreement, nor shall it hold the other Party responsible for any cessation, interruption or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: pandemic, earthquake, fire, flood, storm or other natural disaster, epidemic, act of God, government action, regulation or law, labor disturbance or threat thereof, civil disturbance or commotion, shortage or failure of suppliers, public utilities or common carriers, disruption of the public markets, war, insurrection or armed conflict, or any other cause beyond the control of such Party (a “Force Majeure Event”), provided that the Party claiming relief due to such cause shall have taken all commercially reasonable measures to avoid such event and to eliminate or mitigate the impact of any such event.

  2. Counterparts.

    This Agreement may be executed in one or more counterparts. A signature delivered via facsimile transmission or electronic signature or other reasonable means shall be deemed as effective as an original signature.

  3. Enforceability.

    The invalidity or unenforceability of any term or provision of this Agreement shall not impair or affect the remainder of this Agreement. The remainder of the Agreement shall remain in full force and effect.

  4. Governing Law.

    This Agreement is governed by the laws of the Province of British Columbia without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia.

  5. Entire Agreement.

    This Agreement embodies the entire representations, agreements, and conditions in relation to the subject matter hereof and no representations, understandings, or agreements, oral or otherwise, in relation thereto exist between the Parties. This Agreement may not be amended except by an instrument in writing duly executed by the Parties hereto. Any and all prior reseller agreements are hereby revoked.

  6. Assignment.

    This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided, however, that neither Party shall assign or otherwise transfer this Agreement or any interest herein without the prior written consent of the other Party.

  7. Third-Party Beneficiaries.

    Unless specifically stated otherwise in some other section of this Agreement, there are no third-party beneficiaries to this Agreement. To be clear, neither Party’s customers or prospects, or Referred Entities, shall have the right to enforce this Agreement.

  8. Survival.

    The following Sections and provisions shall survive termination of this Agreement: Confidentiality, Indemnification, Term and Termination, Miscellaneous and any provision(s) that the fees, payment and taxes section states shall survive termination of this Agreement.

  9. Notices.

    Notices under this Agreement will be in writing and will be delivered by personal delivery, nationally recognized overnight carrier, conventional mail, or email with such notice becoming effective upon receipt by the receiving party at the address provided during Reseller Partner’s onboarding; provided, however, that each Party may change its address for purposes of this notice provision by providing written notice of such change in address to the other Party in accordance with this Section.