This Partner Program Agreement (the “Agreement”) is a legal contract between Trame Inc. (“Trame”) and the individual or entity agreeing to these terms (“Partner”, “you” or “your”). Together, Trame and Partner are the “Parties” and each a “Party.” This Agreement governs the Partner’s participation in the Trame Partner Program (the “Partner Program”).

By applying to or participating in the Partner Program, Partner agrees to be bound by this Agreement.

PART A – GENERAL TERMS

1. Definitions

In this Agreement, the following capitalized terms have the meanings set out below:

“Confidential Information” means all non-public information disclosed by one Party to the other that is marked confidential or should reasonably be considered confidential under the circumstances.

“Fees” means payments, commissions, or revenue shares payable by Trame to Partner or by Partner to Trame pursuant to the Partner Program.

“Partner Program” means the initiatives, benefits, tools, and resources made available by Trame to Partners for marketing, reselling, developing on, or otherwise integrating with the Trame platform.

“Partner Materials” means marketing, training, or promotional materials provided by Trame to Partners.

“Trame Services” means the suite of online services, products, interfaces, and APIs offered by Trame.

Other capitalized terms used in this Agreement are defined where first used.

2. Enrollment and Participation

2.1 Eligibility. Partner must be 18 years or older (or the age of majority in its jurisdiction) and have the full legal capacity to enter into this Agreement.

2.2 Application. Partner must submit an application. Trame may accept or reject any application in its sole discretion.

2.3 Partner Tiers. Trame may define one or more tiers within the Partner Program (e.g., Service Partner, Technology Partner). The specific criteria and benefits of each tier will be set by Trame and may be updated from time to time.

2.4 Acceptance. Trame will notify Partner of acceptance into the Partner Program. Participation is conditioned upon Partner’s compliance with this Agreement and any Additional Terms incorporated by reference.

3. Partner Responsibilities

3.1 Compliance with Laws. Partner will comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement.

3.2 Marketing Activities. Partner agrees to market Trame Services and related offerings in a professional manner consistent with Trame’s brand guidelines. Partner will not make false, misleading, or disparaging statements about Trame or Trame Services.

3.3 Use of Trame Materials. Partner’s use of Trame Materials must follow applicable usage guidelines and restrictions.

3.4 Data Protection and Privacy. Partner must comply with all applicable data protection and privacy laws in handling customer data and Partner may only use data for purposes expressly permitted under this Agreement.

3.5 Reporting Obligations. Partner may be required to provide periodic reports, forecasts, and performance data as reasonably requested by Trame.

3.6 Partner Materials. Partner agrees to provide Trame, upon request, with accurate and up-to-date information and materials about Partner, including logos, descriptions of services, images, and other content reasonably required to list Partner in Trame’s partner directory or for marketing and promotional purposes. Partner grants Trame a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute such materials solely in connection with the Partner Program, including marketing, promotional content, and partner listings. Partner represents that it has all necessary rights to grant this license.

4. Fees and Payments

4.1 Fee Plans. Partner may be eligible to receive Fees based on Partner performance, sales, referrals, or automations delivered under the Partner Program. Applicable commission rates, revenue-share percentages, eligibility conditions, and calculation methods will be communicated by Trame in writing (including on Trame’s website or by direct communication) and may be updated from time to time. Unless expressly stated otherwise, updated fee structures apply prospectively.

4.2 Payment Terms. Fees payable to Partner will be calculated and paid according to the schedules and thresholds set by Trame. Fees may be subject to currency conversion, withholding tax, or compliance with local laws.

4.3 Audit Rights. Trame may audit Partner’s records relevant to calculating Fees. If an audit reveals an underpayment to Trame, Partner must promptly pay the deficiency.

4.4 No Guarantees. Partner acknowledges that participation in the Partner Program does not guarantee any minimum revenue or level of Fees.

PART B – CONFIDENTIALITY AND INTELLECTUAL PROPERTY

5. Confidentiality

5.1 Protection of Confidential Information. Each Party will protect the other Party’s Confidential Information with the same standard of care it uses for its own confidential information but not less than reasonable care.

5.2 Permitted Disclosures. Confidential Information may only be disclosed to employees, contractors, or advisors on a need-to-know basis, provided they are bound by confidentiality obligations.

5.3 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

6. Intellectual Property

6.1 Ownership. Each Party retains all rights, title, and interest in its intellectual property. Nothing in this Agreement transfers ownership of any intellectual property.

6.2 License to Use Marks. Trame grants Partner a limited, non-exclusive, non-transferable license to use Trame’s trademarks solely in accordance with Trame’s brand guidelines and to promote Trame Services as authorized under this Agreement.

6.3 Feedback. Partner hereby grants to Trame a worldwide, perpetual, irrevocable, royalty-free license to use feedback, suggestions, or ideas Partner submits regarding Trame Services.

PART C – REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

7. Representations and Warranties

7.1 Mutual Representations. Each Party represents that it has the legal power to enter into this Agreement.

7.2 Partner Representations. Partner represents that its business practices and marketing comply with ethical standards and applicable laws.

8. Disclaimers

TRAME SERVICES AND ALL MATERIALS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

PART D – LIMITATIONS OF LIABILITY AND INDEMNIFICATION

9. Indemnification

9.1 By Partner. Partner will indemnify and hold harmless Trame and its Affiliates against any loss arising from Partner’s breach of this Agreement or Partner’s negligent, reckless, or willful misconduct.

9.2 By Trame. Trame will indemnify and hold harmless Partner against any claim that the Trame Services as provided infringe any third-party intellectual property rights.

10. Limitation of Liability

To the fullest extent permitted by law, the total liability of Trame arising out of or related to this Agreement will not exceed the Fees actually paid or payable by Trame to Partner in the six (6) months preceding the event giving rise to the claim.

PART E – TERM, TERMINATION, AND EFFECTS

11. Term

This Agreement commences on the date Partner is accepted into the Partner Program and continues until terminated.

12. Termination

12.1 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days’ written notice.

12.2 Termination for Cause. Either Party may terminate immediately if the other materially breaches this Agreement and fails to cure within a specified period.

13. Effects of Termination

Upon termination:
(a) all rights to use Partner Materials and Trame marks cease;
(b) Partner will stop representing itself as a Partner;
(c) Trame may withhold Fees reasonably necessary to cover indemnity obligations.

PART F – GENERAL PROVISIONS

14. Amendments

Trame may amend this Agreement at any time by posting the amended Agreement online and notifying Partner.

15. Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

16. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding the Partner Program and supersedes all prior or contemporaneous agreements, communications, or understandings, whether written or oral, relating to the Partner Program.

17. Notices

Notices must be in writing and delivered at support@tramehq.com.

18. Platform Policies

Partner acknowledges that use of the Trame Services is also subject to Trame’s Terms of Service and Privacy Policy, as made available on Trame’s website. In the event of a conflict between this Agreement and the Terms of Service or Privacy Policy, this Agreement will govern with respect to Partner Program participation.