Gartner Channel Marketing Program Agreement

This Channel Marketing Program Agreement (the “Agreement”) applies to your participation in Gartner’s Channel Marketing Program (the “Program”).

By participating in the Program or any Program activities, using the Platform (as defined below) or clicking “Sign Up” (or a similar box or button) when you sign up for a Participant or Partner Account (as defined below), you agree to be bound by the following Chanel Marketing Program terms (the “Terms”).

This Agreement is between Gartner, Inc., and its wholly owned subsidiaries, together branded as Gartner Digital Markets (“Gartner” or “Company” or “We” or “Our”), and You (the “Participant”).

Failure to comply with any provisions of this Agreement may result in a loss and/or reduction of Fees (as defined below) and/or Commissions (as defined below), which decisions shall be made by Gartner in Our sole discretion. Gartner reserves the right to periodically update the Program Terms. We might also choose to replace these Terms in their entirety if, for example, the Program changes, ends, or becomes part of another program. If a significant change is made, we will provide reasonable notice via electronic means, which may include an in-app notification, or by email, and/or by posting updates and changes on Our website and/or the Platform, as applicable, and/or by issuing new Terms. If You don’t agree to the update or replacement, you can choose to terminate as we describe below.

In addition, some types of Program activities may require that you agree to additional terms (“Additional Terms”). In the event of a conflict or inconsistency between this Agreement and the Terms, this Agreement will govern, to the extent of such conflict or inconsistency. Such Terms and Additional Terms are incorporated into this Agreement by reference. In the event of conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

Program Terms Applicable to All Participants

1. Definitions

Unless defined elsewhere in this Agreement, or in Our Glossary, capitalized terms set out in this Agreement are defined as follows:

“Affiliate Tool” means the tool/software that we make available to you upon your acceptance into the Program and for you to use in order to participate in the Program.

“Our Content” means all Sites, tools, templates and related proprietary materials developed and owned by us and our Affiliates, including without limitation, User Content, Third Party Content and Leads. Use of our Content is governed by our Content Compliance Policy.

“Gartner Digital Markets” means the group of wholly owned subsidiaries of Gartner, Inc. comprised of Capterra Inc., Nubera eBusiness S.L. (d.b.a. GetApp), Software Advice, Inc., and UpCity, Inc.

“Participant” or “You” means an individual or entity that has agreed to the terms of this Agreement.

“Participant or Partner Account” means a Program account.

“Link” or “Links” means text links, graphical hypertext links and other linking code obtained from the Platform which provide direct access to Gartner’s websites and may be included on Websites in accordance with the Agreement.

“Platform” means the digital marketing platform owned and operated by PartnerStack.

“Referral Participant” is a Participant who has registered for a Participant or Partner Account via the Platform and who promotes the Service by registering, and being approved by Gartner, for a Link to refer Software Buyers to the Gartner Digital Markets websites via such Link.

“Software Buyer” means any individual or entity that registers for, purchases, or otherwise expresses interest in software products or services through Gartner Digital Markets websites or platforms.

“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

“Websites” means any websites or platforms (including, without limitation, social media pages) that are owned, operated, managed or controlled by the Participant.

2. Participant’s Program Responsibilities

A. Lead Generation. In an effort to promote Company’s gated content and generate click traffic to Company’s Landing Pages (the “Landing Pages”), Participant will target prospects in its database (the “Participant Database”), or the Databases within the Participant Network (collectively the “Participant Network”). Participants can promote Company to their audience through its Participant Network or via links from Participant’s HTML email campaigns (the “Email Campaigns”). Leads will be generated in real-time via the Company’s lead capture form, which solicits contact information from end users interested in gaining access to Company’s gated content (the “Registration Form”). Alternatively, Participant may opt to use its own lead capture form, in which case, the leads will be passed through Company’s API.

B. Operation & Maintenance of the Participant Network.

(i) Participant will be solely responsible for the development, operation, and maintenance of Participant Network Websites and for all materials that appear within Participant Network. Company shall have no responsibility for the development, operation and maintenance of Participant Network or materials that appear on or are linked to Websites within Participant Network, other than the Company Content and/or the Code, as applicable.

(ii) Participant shall also be responsible for ensuring that materials posted in the Participant Network (other than Company Content or Promotional Materials, if any) do not violate or infringe upon any laws or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and for ensuring that materials posted in Participant Network are not libelous or otherwise illegal.

(iii) Participant represents and warrants that it will not engage in any Objectionable Activities in relation to the Company Links or the Code (as applicable), Company Content Promotional Materials, or Participant Network. For purposes of this Agreement, “Objectionable Activities” means any one (1) or more of the following activities that Participant knowingly caused, controlled, encouraged, induced or facilitated:

promoting illegal activity;
depicting sexually explicit images;
promoting violence;
promoting discrimination;
incorporating any materials that infringe or assist others in infringing upon any intellectual property rights;
using materials or information that invade, violate, or infringe the rights of privacy or publicity of others;
engaging in the endorsement of political positions or political candidates; or
engaging in the sale or advertisement of tobacco, firearms, personal hygiene products, regulated substances, pornography, or religious causes as Company deems in its sole discretion to be objectionable.
Sending unsolicited mass e-mail solicitations, instant messages, automated social media or other postings, or any other form of spamming that violate the spamming policy of the Company;
Misrepresenting to the public the functionality, processes, terms and conditions or any other aspect of the Company’s websites;
Submitting false or misleading information in connection with Participant’s application to join the Program.
Any other activities, content, or conduct that the Company, in its sole discretion, deems to be objectionable, inappropriate, or inconsistent with the values, reputation, or interests of the Company, whether or not such activities are specifically listed herein.

C. FTC Guidelines and Disclosure. Participant acknowledges that as a participant in the Program, Participant may receive compensation for referrals made to Gartner. Participant agrees to clearly and conspicuously disclose this material connection in all marketing or promotional communications, as required by the Federal Trade Commission (“FTC”) guidelines. Participant will not engage in misleading or deceptive advertising and shall comply with all applicable laws and regulations governing endorsements and testimonials.

D. Compliance with Laws and Industry Standards. Participant will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations, including obtaining all necessary licenses or permits. Participant shall comply, and shall ensure that any third parties performing sales or referral activities on Participant’s behalf comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. Participant shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Company, Company’s customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Company Products. Participant will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Participant will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals.

E. Duty to Inform. Participant will promptly inform Gartner of any information known to Participant that could reasonably lead to a claim, demand, or liability of or against Gartner by any third party.

F. Duty to Disclose Compensation (if applicable). If Participant is acting as an agent on behalf of a third party, Participant will disclose to such third party any fees or compensation Participant is entitled to receive from Gartner in accordance with this Agreement.

G. Prompt Response to Gartner Requests. Participant shall acknowledge and promptly respond to reasonable requests for information from Gartner. Participant shall take such action and execute and deliver such documents and information as Gartner reasonably requests.

H. Prohibited Activities. Participant shall not promote Gartner or Gartner content on coupon, deal, or discount sites, incentivized sites (including “get paid to click”), or display any offer code on a public-facing page or through a “click to display” mechanism. Participant shall not use any means of delivering fraudulent traffic, including bots, cookie stuffing, or misleading links.

I. Disclosure of Relationship. It is the sole responsibility of the Participant to disclose the nature of its referral relationship with the Company to any leads or customers, and Participant shall indemnify and hold harmless the Company against any liability arising from Participant’s lack of disclosure to an actual or potential customer.

3. Company’s Program Responsibilities

Provide Participant with the promotional materials needed to advertise across its audience Company’s brand, content and services.
Provide landing page links with tracking, PDFs, Titles, Offer Copy, HTML,and any images needed for promotion of Company’s brand, content and services.
Provide instructions and support needed for proper lead delivery to Company’s CRM system. Options for lead delivery include: GDM Landing Page, API or manually uploading leads to Company’s system.
Training and Support. Company may make available to Participant, without charge, various webinars and other resources as part of the Program. If Company makes such resources available, Participant will encourage its sales representatives and/or other relevant personnel to participate in training and/or other certifications as recommended by Company. Company may change or discontinue any or all parts of the Program benefits or offerings at any time without notice.

4. Ownership & Usage Rights. Company grants to Participant a revocable limited, non-exclusive, non-transferable license to use and display Company’s name, brands, logos and other trademarks and service marks (collectively, the “Company Marks”) in the approved form provided by Company on the Participant Network and Company Content. The licenses and permissions granted in the preceding sentence are granted, and Participant will exercise its rights under those licenses and permissions, for the sole and exclusive purpose of promoting websites owned, operated or controlled by Company, or in the case of Code, delivering completed Registration Form data into the Company Database. Participant agrees to cooperate fully with Company to establish and maintain such Link or the Code, including making changes to the appearance, layout, and behavior of the Links or Registration Form at Company’s request. Participant hereby assigns to Gartner all right, title, and interest in and to any feedback, suggestions, or improvements provided to Gartner concerning the Program, and Gartner is free to use, reproduce, disclose, and otherwise exploit such feedback without attribution, payment, or restriction. Any uses by Participant of the Services, Company Marks, or Company marketing materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Participant unless approved by Company. Participant acknowledges and agrees that this Section constitutes a material term of this Agreement.

5. Usage Restrictions. The license in section 4 above is granted subject to the restrictions in sub-section 1(C)iii and those listed below. Participant will not:

withhold for itself or deliver to other organizations than Company any leads that engaged with Company Content
share Company Content with other entities and/or repurpose it as its own or for reasons outside of this Agreement
disclose information publicly about Program or tools the Company uses, share with its stakeholders Company Content, unless preapproved in writing by Company
disclose internal communications or strategy information from Company.

6. Commissions and Tracking

A. Company will pay to Participant a commission (the “Commission”) for visitors initially referred to the Company Website (“Referrals”) from the Participants unique link that results in a successful transaction.

B. The Commission rates are subject to change from time to time, upon notification on the Company Website or by email to Participant.

C. Company will assign to each Referral a tracking number at the time the Referral arrives at the Company Website. Company will pay Commissions only if the Referral can be tracked by Company. Company will pay no commission if the Company is not able to track the Referral directly from the Participant Link. If the Referral results in additional revenue for the Company at a later date, Participant is not entitled to any revenue received from or generated by that activity or sale.

D. Participant Program Limits. Each accepted Affiliate Lead will expire as specified in the Affiliate Tool or Program Policies, starting from the date the Affiliate Lead clicks the provided Affiliate Link. Company will pay Commission as described in the Affiliate Tool or Program Policies for each new Customer who completes a Customer Transaction after clicking an Affiliate Lead, provided Participant remains eligible. Commission is paid only for the Customer’s initial purchase or sign up; no Commission is owed for subsequent purchases by the same Customer.

E. Acceptance and Validity. Participant is eligible for Commission only for Customer Transactions resulting from valid and accepted Affiliate Leads generated by Company’s Affiliate Link. An Affiliate Lead is valid if, in Company’s reasonable judgment, it is a new potential customer and not a pre-existing customer or in an active sales process within sixty (60) days prior to submission. Company may reject any Affiliate Lead at its discretion. If a purchase is not made within the period stated in the Affiliate Tool or Program Policies after the first click, no Commission is owed. Leads first clicked after this Agreement ends are not valid.

F. Engagement with Prospects. After receiving Affiliate Lead information, Company may engage directly with the prospect, regardless of the Lead’s validity. Company may keep and engage with invalid Leads at its discretion.

G. Eligibility. To receive Commission: (i) the Affiliate Lead must be valid and accepted, (ii) a Customer Transaction must occur, and (iii) the Customer must remain active during any applicable locking period. No Commission is paid if: (a) prohibited by law, (b) the Customer objects, (c) the Customer pays compensation directly to Participant, (d) the Commission is obtained fraudulently or in violation of Program Policies, or (e) the Customer participates in other Company programs. Company may stop Commission payments if eligibility requirements are not met.

H. Payment Requirements. To receive payment, Participant must: (i) agree to this Agreement, (ii) complete account setup in the Affiliate Tool as directed, (iii) provide a valid payment method, and (iv) submit required tax documentation.

I. Third Party Payment Processors. Company may use third party payment processors to make payments. Participant is responsible for providing and maintaining current payment information with Company and the Payment Processor(s). Company is not liable for, and will not resend, payments returned due to incorrect payment details.

J. Company will pay Commissions due to Participant by the 25th day of each calendar month for all Commissions earned in the prior calendar month. Payment terms are net-30.

K. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by Gartner during the period of investigation. Gartner may also withhold payment if Participant fails to provide Gartner with information required to make payment.

7. Term and Termination

A. The term of this Agreement will begin on the date it is countersigned and will end when terminated by either part in accordance with the terms hereunder (the “Term”).

B. Either Participant or Company may terminate this Agreement at any time, with or without cause, by giving the other party a thirty (30) day written notice. Notice by e-mail, to Participant’s e-mail address as provided to Company in Participant’s application for enrollment in the Program, is considered sufficient notice by Company to terminate this Agreement.

C. If this Agreement is terminated because Participant has violated the terms of this Agreement or breached or defaulted in a representation or obligation under this Agreement, Participant will not be entitled to receive any Commissions owing to Participant as of the date of termination, such Commissions being forfeited to Company.

D. Upon termination of this Agreement: (a) each party will return to the other, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Gartner content, confidential information, and tracking codes); (b) Participant will immediately cease displaying any Gartner content or trademarks; and (c) all rights granted to Participant under this Agreement will immediately cease.

E. For the avoidance of doubt, Gartner can continue to use any data obtained from Participant after termination or expiration of this Agreement.

8. Relationship of Parties

A. Participant and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

B. Participant will have no authority to make or accept any offers or representations on Company’s behalf. Participant will not make any statement, whether on Participant Website or otherwise, that i) would reasonably be construed as contradicting anything in this section; or ii) that misrepresents any features, benefits, or aspects of Company or Company’s services.

C. Participant has no authority to distribute or resell the Company services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company. Except to the extent expressly set forth in Company marketing materials, service descriptions, documentation, or other collateral provided to Participant by the Company expressly for the purpose of performing Referral Activities (“Company Materials”), Participant shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Services. Participant shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Services that are unauthorized or inconsistent with the Company Materials.

9. Limitation of Liability

COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE COMPANY WEBSITE, OR THE PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO Participant UNDER THIS AGREEMENT.

10. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10 REPRESENTATIONS AND WARRANTIES,COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, THE COMPANY WEBSITE, Participant’S POTENTIAL TO EARN INCOME FROM THE PROGRAM, OR ANY COMPANY SERVICES OR OTHER ITEMS OFFERED THROUGH THE COMPANY WEBSITE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF COMPANY WEBSITE, AND IN PARTICULAR, THE OPERATION OF COMPANY’S REFERRAL TRACKING SYSTEM, WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

Each party hereby represents and warrants to the other that this Agreement has been duly and validly executed and delivered and constitutes its legal, valid and binding obligations; Each party further represents and warrants that i) it shall not by itself, or with others, participate in any illegal, deceptive, misleading, or unethical practices, or unfair, deceptive, or anti-competitive practices, including (without limitation) product disparagement; (ii) it will not make any use of personally identifiable information or other personal information related to leads except to the extent permitted by law; (iii) the Participant Website and its operation shall not violate any laws, rules or regulations or Company’s privacy policy or infringe upon or violate the rights of any person or entity;and (iii) Participant shall immediately forward to Company a description, with reasonable particularity, of any complaints that Participant receives with respect to the Program, the Links, the Registration Forms, or the Company Website. Participant represents that it is entering this Agreement for business purposes and not for any personal, household, or family purpose, and that it is of legal age and capacity to enter into this Agreement.

12. Confidentiality

A. Definition of Confidential Information. Company may disclose to Participant certain information as a result of Participant’s participation in the Program, which information Company considers to be confidential ("Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, the terms of this Agreement (including pricing and Commission terms), business and financial information relating to Company, customer and vendor lists relating to Company and any members of the Participant Program, other than Participant. Confidential Information shall also include any information that Company designates as confidential during the term of this Agreement.

B. Obligations of Confidentiality. Participant agrees not to disclose any Confidential Information, and, except as otherwise allowed herein, Participant shall not utilize, directly or indirectly, any Confidential Information for its own business purposes or for any other purpose -- except any such information is generally known or available to the public or is required to be disclosed by law or legal process. Company makes no warranty, expressed or implied, with respect to any Confidential Information delivered hereunder.

C. Exclusions from Confidential Information. Confidential Information shall not include information that: (i) at or prior to the time of disclosure by Company was known to or independently developed by Participant, as proven by documentation in Participant’s possession as of the time of Company’s disclosure; (ii) at or after the time of disclosure by Company becomes generally available to the public through no wrongful or negligent act or omission on Participant’s part; (iii) Participant receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.

D. Data Security and Breach Notification. If Participant has access to Gartner data or personally identifiable information, Participant shall notify Gartner of any actual or suspected data breach within two (2) business days of becoming aware of such occurrence, and shall promptly remedy the breach, cooperate with Gartner’s investigation, and mitigate any harm. Participant’s systems must be properly configured to industry standards to securely operate and protect Gartner’s data. Participant must diligently correct any security deficiency and immediately disconnect any known or suspected intrusions.

E. Prohibition on Use for AI/ML and Derivative Works. Participant shall not use the Confidential Information as input into, or for the training or development of generative artificial intelligence (AI), machine learning algorithms or software, or other technologies to create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, or that allows any third parties to access, use or benefit from our proprietary intellectual property in any way. Upon discovery of any inadvertent or accidental use or disclosure, Participant shall immediately notify Company in writing and endeavor to prevent any further inadvertent or accidental use or disclosure.

13. Indemnification

Participant will indemnify, defend and hold harmless Company, its shareholders, officers, directors, employees, agents, Participants, successors and assigns, from and against any and all third party claims, losses, liabilities, damages or expense (including attorneys' fees and costs)incurred by Company (collectively the "Losses"), which arise out of or are based on (i) any claim or threatened claim that Company’s use of the Participant Trademarks infringes on the rights of any third party; or (ii) the breach of any representation or warranty made by Participant herein.

14. Miscellaneous

A. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the United States of America and the State of Connecticut, without reference to rules governing choice of laws. Participant hereby consents to the exclusive jurisdiction and venue of the courts of Stamford, CT for all actions arising out of this Agreement, the Program, the Company Website, or any dispute between the parties hereto.

B. Assignment and Binding Effect. Participant may not assign this Agreement, by operation of law or otherwise, without Company's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Gartner may assign this Agreement without Participant’s consent.

C. Notices. Notices to each of Company and Participant shall be sent by certified mail or overnight courier to the respective addresses below and shall be deemed made when received by Company. Notice under this Agreement may also be given by email to the addresses provided in this Agreement or such other address as either party may specify in writing.

D. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties. Gartner may enter into similar agreements with other parties. Participant covenants not to assert patent infringement claims against Gartner, Gartner affiliates, or Gartner products and services.

E. Modification. No change to or modification of this Agreement shall be binding unless it is made by an instrument signed by an authorized officer of each party. Gartner reserves the right to modify the terms of this Agreement or the Program upon reasonable advance notice to Participant, which may be provided by email or posting notice on Gartner’s website or platform. Continued participation in the Program after such notice constitutes acceptance of the modified terms.

F. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

G. Waiver. The failure of either party to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any such provision or right. Company’s failure to enforce Participant’s strict performance of any provision of this Agreement will not constitute a waiver of Company’s right subsequently to enforce such provision or any other provision of this Agreement.

H. Survival. The following sections shall survive the expiration or termination of this Agreement: Commission and Payment, Proprietary Rights, Confidentiality, Effects of Termination/Expiration, Indemnification, Disclaimers; Limitation of Liability, Non-Solicitation, General, and dispute resolution.

I. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

J. Entire Agreement. This Agreement, including all documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral, relating to such subject matter.

15. Use of Gartner Name

Participant shall not make use of its association with Company for publicity, advertising, marketing or other purposes or disclose that Company has entered into an Agreement for the Services. Participant may not list Company on its website or in any other promotional or sales material. Participant agrees not to include Company on any client lists and acknowledges that Company does not provide references.

16. Supplier Code of Conduct

Participant will comply with Company’s supplier code of conduct at https://www.gartner.com/en/about/policies/overview