The Close Partner Program Agreement

Terms and conditions for Close partners

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS AGREEMENT FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“PARTNER”) AND ELASTIC INC (“CLOSE” OR “COMPANY”).

AS A CLOSE PARTNER YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming a partner in the Close Partner Program (“Program”). Please note that throughout this Agreement, "we," "us," and "our" refer to Close, and "you," "your," and "yours" refer to the partner.

We also encourage you to read our general Terms of Service (available at https://www.close.com/tos) and our Privacy Policy (available at https://www.close.com/privacy).

2. Partner Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at close.com/partners. The approval of your application does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion for any reason. We may cancel your application or participation in this program if we determine that your business and or site is unsuitable for our Program, including, but not limited to, if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities or promotes the use of pyramid, "ponzi", or similar investment schemes

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes "Close.com", "Close", "Close.io", or variations or misspellings thereof in its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of commission from other partners in our program.

2.1.9. is created or designed, explicitly or indirectly, in a manner which resembles our website, or designed in a manner which leads customers to believe you are Close or any other affiliated business.

2.1.10 Violates privacy rights, or does not clearly state an online privacy policy to their visitors.

2.1.11 Is under construction or the site is not live at the time of application.

2.2. As a member of the Close Partner Program, you will have access to the Partnerstack Platform (“Partnerstack”). Here you will be able to review our Program’s details, get visibility into your referred customers and conversions, and copy your unique partner tracking link (“Tracking Link"). In order for us to accurately keep track of all guest visits from your site to ours and any referrals from your network to our product, you must use the Tracking Link that we provide in Partnerstack.

2.3. Close reserves the right, at any time, to review your placement and approve the use of your Tracking Link, in its sole discretion, and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel may enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2.6 You will ensure that the information in your application, including your contact information, is complete and accurate. Upon acceptance into the Program, you will ensure that your email address and other contact and account information is kept up-to-date at all times in your partner account maintained on the Partnerstack platform. You expressly consent to be contacted about your application and the Program via the email address and the other contact information you provide in your application.

3. Close Rights and Obligations

3.1. We have the right to monitor your site at any time to determine, in our sole discretion, if the site complies with the terms and conditions of this Agreement. We may notify you of any changes to your site required to comply with the terms and conditions, or to make sure that your links to our web site are appropriate, and to notify you of any other necessary updates. If you do comply with the notice and update your site accordingly, we reserve the right to terminate your participation in the Close Partner Program.

3.2. Close reserves the right to terminate this Agreement and your participation in the Close Partner Program immediately and without notice to you should you commit fraud in your use of the Close Partner Program or should you abuse this Program in any way. If such fraud or abuse is detected, Close shall not be liable to you for any commissions for such fraudulent sales and Close may pursue any additional remedies available to it.

3.3. This Agreement will begin upon our acceptance of your Program application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, message via Partnerstack’s messaging application, or fax using the contact information set forth in your application materials or profile on Partnerstack. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

In the event of termination, any pending balances owed to you will not be paid if your account is terminated due to such unacceptable behavior. We will do everything possible to contact the partner prior to the removal from our Program. However, we reserve the right to expel any trademark violator from the Close Partner Program without prior notice, and on the first occurrence of such behavior.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified within your Partnerstack account and required to review and accept the new terms in order to continue in the Program. Your continued participation in the Close Partner Program following the posting of the change notice or new Agreement on our site will also indicate your agreement to the changes. Modifications may include, but are not limited to, changes in the payment procedures and the Close Partner Program rules. If any modification is unacceptable to you, your only option is to end this Agreement.

6. Payment

Close uses a third party to handle all of the Program’s referral tracking and processing payments. The third party is the Partnerstack platform. Partners get paid once each month according to the payout terms and conditions set by Partnerstack (more details here). Subscription revenue alone is eligible for commission. Services, telephony charges, and other charges are not eligible for commissions. Commissions are reviewed and approved by Close in accordance with the terms of this Agreement.

As a Close partner, you are entitled to a recurring commission on paying customers that you refer to Close using your referral link provided by Partnerstack. The commission rate and terms are dictated by the assigned group and offer on your Partner profile on Partnerstack:

Group

Offer

Eligibility

Affiliate Partner

30% commission on subscription revenue received by Close from referrals received on or after February 1, 2025 for up to a maximum of twelve (12) months

20% commission on subscription revenue received by Close from referrals received before February 1, 2025 for up to a maximum of twelve (12) months*
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Must be an approved blogger, site reviewer, publisher, discount marketplace, influencer or other individual who will promote Close to their audience following the terms set forth in this Agreement.

Integration Partner

Must be an approved partner who is currently building or has built an integration with Close and who will promote Close to their audience following the terms set forth in this Agreement.

Solution Partner - Tier 1

Must be an approved consultant or implementation service provider who sets up and/or manages their customers’ Close accounts and who will promote Close to their audience following the terms set forth in this Agreement.

Solution Partner - Tier 2

30% commission on subscription revenue received by Close from referrals received on or after February 1, 2025 for the lifetime of the customer, up to a $10,000 commission maximum per customer

20% commission on subscription revenue received by Close from referrals received before February 1, 2025 for up to a maximum of twelve (12) months**

Must be an approved solution consultant or implementation service provider who sets up and/or manages their customers’ Close accounts and who will promote Close to their audience following the terms set forth in this Agreement. Must have (i) referred 25 to 49 paying customers to Close within the previous twelve (12) months or (ii) achieved $100,000 USD to $199,999 USD in total subscription revenue from paying customers referred to Close within the previous twelve (12) months.***
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Solution Partner - Tier 3

30% commission on subscription revenue received by Close from referrals received on or after February 1, 2025 for the lifetime of the customer, up to a $20,000 commission maximum per customer

20% commission on subscription revenue received by Close from referrals received before February 1, 2025 for up to a maximum of twelve (12) months**

Must be an approved solution consultant or implementation service provider who sets up and/or manages their customers’ Close accounts and who will promote Close to their audience following the terms set forth in this Agreement. Must have (i) referred 50 or more paying customers to Close within the previous twelve (12) months or (ii) achieved $200,000 USD in total subscription revenue from paying customers referred to Close within the previous twelve (12) months.***

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* Legacy partners who previously received 25% commissions on referrals will continue to receive 25% commission on subscription revenue received by Close from referrals received before February 1, 2025 for up to a maximum of twelve (12) months

** Legacy partners who previously received 20% lifetime commissions on referrals up to a $10,000 commission maximum per customer will continue to receive 20% commission on subscription revenue received by Close from referrals received before February 1, 2025 for the lifetime of the customer, up to a $10,000 commission maximum per customer

*** Some legacy partners will be grandfathered into this group for a probationary period of one (1) year. If the partner does not meet the eligibility requirements to stay in the group by January 31, 2026, they will automatically be placed into the Solution Partner - Tier 1 group on February 1, 2026.

Close maintains the right to create a new partner group and offer at any time with any individual partner, while maintaining this agreement with all other partners. In the event a new partner group and offer is made between Close and a partner, that new offer shall supersede this offer and agreement for that individual partner only.

Close reserves the right to audit Partner referrals and assess Partner eligibility for each group at anytime and adjust placement in each applicable group as needed at any time.

Additional details surrounding partner commissions and standard operating procedures, can be found in the Close Partner Program FAQs document in your Partnerstack resource library. We encourage all partners to review this document and the Partnerstack terms and conditions to ensure alignment on all payment processes.

7. Access to Partner Account Interface

You will create a password so that you may enter Partnerstack’s secure partner account interface and access your profile. The Partnerstack platform will provide reports describing the calculation of the commissions due to you.

8. Promotion Restrictions

8.1. All partners must agree to Close’s rules and regulations outlined in this Agreement and in the Close Guidelines to Paid Advertising document shared in your Partnerstack resource library before engaging in paid advertising of any form. Failure to follow our guidelines may result in cancellation of your partnership with Close.

8.2 You are free to promote your own sites, but such promotion shall not imply that Close is a co-sponsor of the site. Per these terms and conditions, certain forms of advertising are always prohibited. For example, advertising commonly referred to as "spamming" is unacceptable. Other prohibited forms of advertising include, without limitation, the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Close so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the explicit option to remove themselves from future mailings. Also, you may post to newsgroups to promote Close so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Close. Your site may not imply that you are a Close employee, and you must always make it clear in your promotions that you are a Close partner. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Close Partner Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.3. You agree not to engage in Pay-Per-Click advertising campaigns, or any other digital advertising channel, whether in existence now or invented in the future, that bid on Close’s branded keywords. If you are running Pay-Per-Click advertising campaigns, you agree to add the keywords provided in the Banned Keywords for Close Partner Campaigns document shared in your Partnerstack resource library to your accountʼs negative keyword list. If you run paid search ads on Google, Bing or another search engine, you agree to ensure that your ads do not target the keywords provided above. Partners who do not comply with these rules will be in breach of these terms and conditions.

8.4. Partners are not prohibited from keying in prospect’s information into the Partnerstack lead form where available as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Close’s service). If a Partner submits multiple fake or invalid leads into the Partnerstack lead form or as sign ups to the Close platform, we will consider that cause for immediate termination of this Agreement and your participation in the Close Partner Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable behavior.

8.5. Partners shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Close’s site (i.e., no page from our site or any Close content or branding is visible on the end-user’s screen). As used herein a “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of partner and non partner commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Bing, DuckDuckGo and similar search or directory engines); (c) set commission tracking cookies through loading of Close’s site in IFrames, hidden links and automatic pop ups that open Close’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of partner banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. If a Partner is found to engage in any of these activities, we will consider that cause for immediate termination of this Agreement and your participation in the Close Partner Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable behavior.

8.6. Partners are prohibited from offering discounts, promotions, or special offers on Close products or subscriptions, without explicit approval from Close.

8.7. Partners are prohibited from "self-referring" Close. Close reserves the right to audit and disqualify any referrals that are suspected to be self-referred. Partners shall not refer their audience or clients using the same or similar domain name to their own for the referred user's account.

9. Grant of Licenses

9.1. As a qualified Partner, we grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and the Partnerstack platform, and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or expressly authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Close Partner Program, as determined in Close or Partnerstack’s discretion. You agree that all uses of the Licensed Materials will be on behalf of Close only and the good will associated therewith will inure to the sole benefit of Close.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

CLOSE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE CLOSE SERVICES OR WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE WEB SITE OR SERVICE’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CLOSE'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CLOSE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Indemnification

You hereby agree to indemnify and hold harmless Close, and its subsidiaries and partners, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the partner trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of the relationship between you and Close, (iii) any breach of a representation or warranty or breach of a covenant and agreement made by you herein, or (iv) any claim related to your site, including, without limitation, content therein not provided by Close.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Close. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site, any other site or on any medium, including but not limited to podcasts, interviews, sales calls, presentations, and videos, that reasonably would contradict anything in this Section.

15.2. You may not assign your rights or obligations under this Agreement to any party, without Close’s express consent, but Close may assign or transfer these terms and conditions, in whole or in part, without restriction.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof.

15.4 The parties agree that any dispute with respect to any matter covered under these terms and conditions, including any disputed claim for indemnification, will be submitted to mandatory, final and binding arbitration before with the San Francisco, California branch of JAMS ("JAMS"), governed by JAMS' Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the "JAMS Rules") and heard before one arbitrator. You and Close shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs associated with any arbitration pursuant to this Section 15.4.

15.5. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. Close may change these terms and conditions from time to time with at least 30 days' prior notice. Prior notice" means the revised terms and conditions will be posted on the Partnerstack platform. If you use the Partnerstack platform within 30 days after the notice had been posted, your use will constitute acceptance of the revised terms and conditions. If any change to these terms is not acceptable to you, your only remedy is to stop accessing and using the Partnerstack platform.

15.6. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.7. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.8. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Last updated January 31, 2025

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