Business Partner terms of service

PART 1: SERVICE TERMS

Welcome to the Chaser Technologies Limited (Chaser) Business Partner Program, where we offer a unique opportunity for you to purchase our software at a discount for your clients while helping us reach new customers. Please carefully review and agree to these Terms and Conditions, which establish the rules for our partnership. We're committed to ethical marketing practices and regulatory compliance and excited to work together for mutual success. If you have any questions or need assistance, please contact us at partner@chaserhq.com.

The terms and conditions herein form the Business Partner Agreement between:

Chaser Technologies Limited, a company incorporated in England and Wales under number 08517987 whose registered office is at 124 City Road, London, England, EC1V 2NX (“Chaser”); and

Chaser agreeing to market, promote and sell Subscription Services to Customer, in accordance with the terms herein, of the Business Partner (“Partner” as defined by “Partner Order Form”), each of the Vendor and Partner being a party and together the Vendor and Partner are the parties.

1.1 "Business Partner" or "You" refers to the individual or entity participating in the Business Partner Program.

1.2 "Chaser" or "We" refers to the company offering the Business Partner Program.

1.3 "Business Partner Program" refers to the program through which vendors promote and sell Chaser's products or services.

2.1 Chaser appoints a Business Partner, and the Business Partner accepts the appointment as an independent non-exclusive reseller to market, sell, and install Chaser Software Service(s) ("Products"). 

2.2 Chaser Software Service(s) means the Cloud-based Software Service(s) agreed to between the parties from time to time with any exclusions, additions or discounts Chaser may make. 

2.3 The Business Partner shall not, without Chaser's prior written approval, appoint sub-resellers, resellers or agents ("Sub-resellers") to market, sell, or lease Chaser's Software Service(s).

2.4 Chaser reserves the right to make direct sales, and Business Partner shall not be entitled to any compensation on any such sales. 

2.5 Chaser may appoint additional Business Partners at any time.

3.1 Marketing and software service support: The SaaS Business Partner shall use reasonable efforts to market and sell Chaser Software Service(s) and shall comply with the policies, programs, and requirements regarding marketing and Software Service support as may be communicated by the Chaser to the Business Partner from time to time; provided, however, that to avoid conflict among Chaser's distribution channels. 

3.2 Advertising: The Business Partner shall adhere to the Business Partner advertising policies and programs as may be communicated by Chaser to the Business Partner from time to time.

3.3 Observance of policies: Chaser will keep the Business Partner informed of Chaser's customer support policies and procedures, and Business Partner agrees to follow such policies and procedures to resolve any customer support issues. 

3.4 Minimum order commitment: Concurrent with the execution of this Agreement, the Business Partner agrees to simultaneously purchase from Chaser the Software Service(s) set forth on this pricing webpage at the indicated prices for resale under the terms of this Agreement (the "Initial Purchase"). 

3.5 Security interest: Business Partner agrees that all Chaser Software Services sold to Business Partner hereunder shall be secured by a security interest in such Software Services and any proceeds thereof and in any receivables related thereto including any customer loan paper until Chaser shall have been paid for such Services. Business Partner agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Chaser may require to evidence and perfect such security interest.

4.1 Marketing assistance: Chaser will provide marketing support services and training programs to the Business Partner on a case-by-case basis.

     5. ORDERING AND DELIVERY OF CHASER'S SOFTWARE SERVICE 

5.1 Purchasing: This Agreement with its terms and conditions, all purchase orders ("Orders") which Business Partner may place with Chaser for the Software Service(s) during the term of this Agreement. 

5.2 Media for orders: Business Partners may order from Chaser by telephone or electronic mail. Acceptance by Chaser of the Order shall occur (a) when the Order is entered into Chaser's system, (b) when an Order number is provided to Business Partner by electronic mail.

6.1 Chaser reserves the right to make changes and modifications in specifications, updates or design of the Software Service(s), at any time, and any Software Service(s) so modified shall be accepted by Business Partner as standard construction in fulfilment of existing orders. 

6.2 Chaser reserves the right to discontinue any Software Service(s) at any time with notice to Business Partner.  

     7. PRICES AND PAYMENTS

7.1 Chaser reserves the right to make changes and modifications in specifications, updates or design of the Software Service(s), at any time, and any Software Service(s) so modified shall be accepted by Business Partner as standard construction in fulfillment of existing orders. 

7.2 Chaser reserves the right to discontinue any Software Service(s) at any time with notice to Business Partner. 

7.3 Invoice and payment terms: The Initial Purchase will be invoiced as of the order delivery date and shall be paid in accordance with the Software Terms of Service.

     8. INTELLECTUAL PROPERTY

8.1 Business Partner acknowledges that Chaser and/or its parent or affiliates are the sole and exclusive owners of the name "Chaser" and any abbreviations or variations thereof, and of any and all of Chaser's trademarks and trade names, service marks, trade logos and trade dress (collectively "Trademarks") as Chaser may unilaterally amend periodically (registered or not). Business Partner agrees not to register or use any mark(s) that are similar enough to be construed as Chaser Trademarks. Business Partner acquires no rights to the Trademarks, and Business Partner hereby assigns and transfers to Chaser all rights that it may acquire in and to the Trademarks, whether by operation of law or otherwise. Any approval for Business Partner's use of any Chaser Trademark shall be made pursuant to a Chaser Trademark License Agreement executed separately by and between the Parties hereto.

9.1 This Agreement's term ("Term") shall begin on the Effective Date and continue indefinitely, provided that either party hereto may terminate this Agreement at any time with 30 days' advance written notice, and further provided that this Agreement shall terminate automatically if Business Partner makes no purchases from Chaser hereunder for a period of 30 calendar days, such termination to be effective as of the next calendar day after such period elapses.

10.1 Termination without cause: Either party can terminate this Agreement without cause by giving 30 days' written notice via email or the Business Partner submitting our Partner cancellation form.

10.2 Termination for cause: This Agreement may be terminated for cause upon written notice via email or the Business Partner submitting our Partner cancellation form.

10.2.1 By either party upon 30 days' written notice if the other commits a material breach of the Agreement and fails to cure it within the 30 days; 

10.2.2 By Chaser immediately if SaaS Business Partner files for or has instituted against it any proceedings as to its bankruptcy, insolvency, reorganization, liquidation, receivership, or dissolution or there is an assignment for the benefit of creditors;

10.2.3 By Chaser upon 30 days' written notice (i) if Business Partner becomes ineligible to receive approval for any license or documents necessary to buy or resell Chaser Software Service(s); (ii) if Business Partner tries to register this Agreement with any government conferring any exclusivity upon Business Partner; (iii) if Business Partner assigns this Agreement without Chaser's prior written consent; (iv) upon substantial change in Business Partner's ownership; or (v) if any change or enactment of law or regulation after the date of this Agreement interferes, in Chaser's opinion, with the parties' rights or obligations stated herein.

10.2.4 Effect of termination: Upon termination of this Agreement, Chaser may terminate any or all unfilled orders.

10.2.4.1 Upon termination, Business Partner shall immediately stop all marketing, promotion, advertising or reference to Chaser Software Service(s) and shall have no further rights to use Chaser's marketing, promotion or advertising materials or other resources.

10.2.4.2 Termination will discharge and release Chaser from all obligations and liability under this Agreement, except as it expressly accepts for unfulfilled orders. The sole fact of this Agreement's termination shall not make either party liable to the other for any compensation, reimbursement, losses or damages whatsoever, though Business Partner shall remain obligated to pay all outstanding balances on its Chaser Software Service(s) purchases. 

11.1 Confidential information: Prior to and during the Term hereof, Chaser may convey to Business Partner proprietary and confidential information about Chaser Software Service(s), services, strategy and analysis. For the Term of this Agreement (including renewals) and for 10 years thereafter, Business Partner shall not disclose to any third party any such information marked CONFIDENTIAL, PROPRIETARY, STRICTLY PRIVATE, or INTERNAL DATA, or which, though not so marked, could reasonably be construed as confidential or sensitive, such as the terms of this Agreement (all collectively "Confidential Information"), nor shall it use any such Confidential Information for its benefit, except as provided herein. Any reliance on such Confidential Information is at Business Partner's own risk. Nothing in this Section grants or implies any rights by license, estoppel, or otherwise. Confidential Information does not include information (i) in the public domain at the time of disclosure or which enters the public domain after such disclosure through no fault of Business Partner, (ii) generally disclosed to third parties by Chaser without restriction, (iii) communicated to Business Partner by a third party with the unrestricted right to do so, or (iv) approved for release by Chaser in writing.

11.2 Presentations and planning: Chaser's oral and visual presentations describing Chaser Software Service(s) and plans, business and Software Service(s) plans, and any inspections thereof by Business Partner or its personnel shall all be deemed Confidential Information under this Agreement whether so marked or not.

12.1 Limitation of liability; sole remedy: Any liability of Chaser under this Agreement is expressly limited to the price paid by Business Partner for the Chaser Software Service(s) involved. Business Partner's sole remedy against Chaser in any dispute concerning this Agreement shall be to seek recovery of that amount, upon payment of which Chaser shall be released from all further obligations and liability to Business Partner. 

12.2 Indemnity: 

12.2.1 Except as otherwise stated herein, Business Partner shall indemnify and hold harmless Chaser against any and all claims, legal actions, losses, damages, liabilities, costs and expenses asserted against, imposed upon or incurred by Chase arising out of or relating to (i) any misrepresentation or breach of warranty or covenant by Business Partner under this Agreement; (ii) any actual or alleged act or omission of Business Partner in the course of its performance hereunder; (iii) death or injury to any person or damage to any property resulting from any Software Service(s) or part (a) not supplied by Chaser, (b) supplied by Chaser but changed, modified or adapted without Chaser's written authorization, (c) not in Chaser's standard record but purchased by Chaser at Business Partner's direction, or (d) manufactured to Business Partner's design, as well as any claim of infringement arising from the use of any Software Service(s) with any other Software Service(s) as a combination not supplied by Chaser. 

12.2.2 Chaser warrants and represents that the Software Service(s) shall be delivered with good title free of any rightful third party claim of infringement of any patent, copyright, trademark, trade secret or other intellectual property right recognized or registered within the England & Wales and its possessions. Chaser shall defend Business Partner from all claims, suits, damages, costs, expenses or liabilities incurred by Business Partner as a result of any such claim. If a Software Service or part thereof is held to constitute an infringement and its intended use is enjoined, Chaser shall at its option procure for Business Partner the right to continue using the Software Service(s) or part, replace it with a non-infringing Software Service(s) or part, modify it to become non-infringing, or remove it and refund its purchase price. 

LAST UPDATED: June 2024