Macro Partner Program Terms

These Macro Partner Program Terms (the "Terms") govern participation in the Macro Partner Program (the "Program") operated by Coparse Inc. d/b/a Macro ("Macro," "we," "us," or "our").

By applying to the Program and electronically accepting these Terms, you or the entity you represent ("Partner" or "you") agree to these Terms.

The Program is designed for consultants, agencies, developers, system integrators, influencers, accelerators, incubators, open-source contributors, technology companies, and other people and organizations that help customers discover, adopt, implement, or extend Macro.

1. Program Overview

The Macro Partner Program enables approved Partners to:

identify themselves as an Official Macro Partner;
refer prospective customers to Macro and earn referral fees on qualifying business;
receive access to partner materials, training, product resources, and other Program benefits;
participate in partner events and community programs;
become eligible for inclusion in Macro's partner directory;
participate in co-marketing opportunities;
receive early access to certain products, features, or roadmap information;
become eligible for customer introductions or implementation opportunities from Macro; and
qualify for additional certifications, designations, benefits, or Program tiers that Macro may introduce.

Participation in the Program does not give Partner any right to resell Macro products unless Macro and Partner enter into a separate written reseller agreement.

2. Eligibility and Acceptance

Participation in the Program is subject to Macro's approval.

Macro may consider factors including Partner's experience, reputation, customer relationships, technical capabilities, open-source contributions, intended use of the Program, and ability to provide a high-quality customer experience.

Macro may accept or reject any application in its reasonable discretion.

Partner must provide accurate and complete information in its application and keep its Program information current.

Partner must remain in Good Standing to participate in the Program and receive Program benefits. A Partner is in Good Standing when it:

complies with these Terms and applicable Program policies;
has provided information reasonably required for payments, tax reporting, compliance, or verification;
maintains appropriate standards of customer service and professional conduct;
does not have material unresolved customer complaints relating to its Macro-related activities; and
satisfies any training, certification, security, or other requirements Macro reasonably establishes for the Partner's applicable designation.

3. Program Fee

There is no membership fee to join or remain in the Macro Partner Program.

This does not include tickets, travel, lodging, sponsorships, or other costs associated with optional partner events or programs.

4. Partner Benefits

While in Good Standing, Partner may receive benefits made available by Macro from time to time, which may include:

4.1. Official Partner Status

Partner may describe itself as an "Official Macro Partner" and use approved Macro Partner badges and other materials in accordance with these Terms and Macro's branding guidelines.

Partner may not describe itself as a "Macro Certified Partner," "Macro Premier Partner," or similar designation unless Macro has expressly granted that designation.

4.2. Partner Directory

Macro may allow eligible Partners to create a public profile in a Macro partner directory.

Directory listings may include Partner's:

name and logo;
description;
location;
specialties;
industries served;
certifications;
customer references or case studies; and
contact information.

Macro may determine directory eligibility, ordering, categorization, and presentation and may remove or modify listings that are inaccurate, inactive, misleading, or inconsistent with Program standards.

4.3. Product and Demo Access

Macro may provide Partner with free or discounted accounts, demo environments, credits, training environments, or other product access for internal evaluation, demonstrations, training, or customer support.

Such access may be subject to additional terms and may not be resold or transferred.

4.4. Early Access

Macro may provide Partners with previews of unreleased products, features, APIs, documentation, roadmap information, or other confidential materials.

Early-access features may be changed or discontinued at any time and should not be represented to customers as generally available functionality.

4.5. Training and Certification

Macro may provide partner training and certification programs.

Macro may require certifications or other qualifications before allowing a Partner to use certain designations, appear in certain directory categories, receive customer referrals, or access certain Program benefits.

4.6. Co-Marketing

Macro and Partner may participate in mutually agreed:

case studies;
webinars;
events;
partner spotlights;
customer stories;
launch announcements;
content;
social promotion; or
other co-marketing activities.

Unless otherwise agreed in writing, each party is responsible for its own costs.

4.7. Partner Events

Partners may receive invitations or preferred access to Macro partner dinners, conferences, product sessions, community events, or other gatherings.

Some events may require an additional registration or participation fee. Partner is responsible for its own travel and related expenses unless Macro expressly agrees otherwise.

4.8. Customer Opportunities

Macro may introduce prospective customers to Partners for consulting, migration, implementation, development, training, or other services.

No Partner is guaranteed any minimum number or value of customer opportunities, and customers remain free to choose whether and with whom they engage.

5. Referral Program

Partners in Good Standing may earn referral fees for qualifying customers they introduce to Macro.

5.1. Referral Fee

For each Qualified Referral, Macro will pay Partner an amount equal to 30% of First-Year Net Subscription Revenue.

Macro may establish higher referral rates, incentives, or promotional rates for particular Partners, markets, products, campaigns, or Program tiers.

Unless Macro expressly states otherwise, the standard rate remains 30%.

5.2. First-Year Net Subscription Revenue

"First-Year Net Subscription Revenue" means subscription fees attributable to the first twelve (12) months of a referred customer's initial eligible Macro subscription, to the extent actually received by Macro.

First-Year Net Subscription Revenue excludes:

sales, use, VAT, and similar taxes;
refunds, credits, rebates, and chargebacks;
discounts;
consulting or professional services;
implementation or migration services;
training;
support packages separately priced from the subscription;
hardware;
third-party products or services;
event fees;
amounts that a customer fails to pay; and
any other amounts Macro designates as non-subscription revenue.

If a customer enters into a multi-year agreement, only subscription revenue attributable to the first twelve months is eligible.

If the customer expands its eligible subscription during those first twelve months, Macro may include the incremental subscription revenue attributable to that same first-year period when calculating the referral fee.

Renewals after the first twelve months are not eligible unless Macro expressly provides otherwise.

5.3. Qualified Referral

A "Qualified Referral" is a prospective customer that:

Partner actually referred to Macro through a genuine introduction or other material contribution to creating the opportunity;
was not already an active Macro sales opportunity or otherwise materially engaged in an active purchasing process with Macro when Partner referred them;
Partner claims after the fact through Macro's designated claim process;
is accepted by Macro as a Partner-sourced referral;
becomes a paying Macro customer; and
otherwise complies with these Terms.

Macro may require Partner to provide reasonable information regarding the prospect and Partner's relationship with the prospect.

Merely identifying a company, supplying purchased contact information, submitting publicly available leads, or listing a prospect before an actual referral does not by itself create a Qualified Referral.

6. Referral Claims and Attribution

6.1. After-the-Fact Claim

Partner claims a referral after Partner has actually referred the prospect. Partner does not reserve or lock an opportunity by registering it in advance.

There is no deal-protection period, exclusive-reservation window, or other right to an opportunity that Partner has not actually referred.

Partner submits a claim through the process designated by Macro, which may include a partner portal, online form, email, or other system.

Macro may accept or reject a claim.

6.2. Attribution

Credit is attributed to the Partner who actually referred the customer.

If more than one Partner claims substantially the same opportunity, Macro will attribute the opportunity based on who actually made the referral. Macro may consider the timing, quality, and substance of each Partner's involvement when resolving attribution disputes.

Macro's good-faith determination regarding attribution will be final absent manifest error.

6.3. Existing Macro Opportunities

A referral is not eligible if, when Partner referred the prospect:

Macro is already in an active sales process with the same prospective customer for substantially the same purchase;
the prospective customer has already requested or received a proposal for the same opportunity;
the opportunity was independently created by Macro before Partner's introduction; or
the customer is otherwise designated in Macro's records as an existing active opportunity.

Macro will attempt to notify Partner if a submitted claim is ineligible for this reason.

7. Ineligible Referrals and Revenue

Unless Macro expressly approves otherwise, referral fees are not payable for:

self-referrals by Partner;
purchases by Partner or its affiliates;
existing Macro customers;
renewals;
opportunities already actively being pursued by Macro;
duplicate referrals attributed to another Partner;
free accounts or trials that do not convert into an eligible paid subscription;
purchases that are refunded or charged back;
amounts that Macro does not actually collect;
transactions generated through fraud, spam, deception, or other improper conduct;
transactions where payment of a referral fee is prohibited by law or by the customer;
transactions where the customer is separately paying Partner for the same referral fee on Macro's behalf;
transactions subject to another Macro incentive where double compensation is prohibited; or
transactions otherwise identified in advance by Macro as ineligible.

Macro may approve exceptions in writing.

8. Referral Fee Payments

8.1. Payment Schedule

Referral fees are calculated and paid quarterly.

Macro will generally pay eligible amounts within forty-five (45) days after the end of the applicable calendar quarter.

Macro may use a third-party payment provider.

8.2. Payment Information

Before receiving payment, Partner must provide any information reasonably requested by Macro, including:

payment details;
W-9, W-8, or other applicable tax forms;
legal entity information; and
documentation required for compliance purposes.

Macro may withhold payment until required documentation has been received.

8.3. Minimum Payment

Macro may establish a reasonable minimum payout threshold.

Amounts below the threshold will roll forward to subsequent payment periods rather than being forfeited, unless payment is legally or administratively impracticable.

8.4. Taxes

Partner is responsible for all taxes arising from payments it receives under the Program, other than taxes imposed on Macro's net income.

Macro may report payments to tax authorities or withhold amounts where required by law.

8.5. Refunds, Nonpayment, and Clawbacks

If Macro pays a referral fee and the underlying customer payment is subsequently:

refunded;
charged back;
credited;
cancelled;
determined to have been paid in error; or
not ultimately collected,

Macro may deduct the corresponding referral fee from future amounts payable to Partner or require repayment.

Macro will not intentionally pay referral fees on revenue it does not retain.

9. Partner Services

Partner may independently offer customers consulting, migration, implementation, development, training, support, or other services relating to Macro.

Any agreement for Partner services is solely between Partner and the applicable customer.

Unless expressly agreed otherwise in writing:

Macro is not a party to Partner's customer agreements;
Partner sets its own pricing;
Partner is responsible for its own work;
Macro does not guarantee or warrant Partner's services;
Partner may not enter into agreements on Macro's behalf;
Partner may not modify Macro's customer terms; and
Partner must clearly distinguish its own services from products and services provided by Macro.

Partner must perform its services professionally and in a manner reasonably consistent with applicable industry standards.

10. Marketing and Brand Use

10.1. License to Partner

While Partner remains in Good Standing, Macro grants Partner a limited, non-exclusive, non-transferable, revocable license to use Macro-approved names, logos, badges, and other trademarks solely to accurately promote Partner's participation in the Program.

All goodwill arising from Partner's use of Macro trademarks belongs to Macro.

10.2. "Official Macro Partner"

An active Partner in Good Standing may state that it is an "Official Macro Partner."

This designation means only that Partner has been accepted into the Macro Partner Program.

It does not mean Partner is an employee, agent, representative, reseller, or legal partner of Macro.

10.3. Restrictions

Partner may not:

modify Macro logos or badges except as permitted by brand guidelines;
imply that Macro guarantees or endorses Partner's services;
make false or misleading statements about Macro;
make commitments, guarantees, warranties, or representations on Macro's behalf;
register domain names, social handles, company names, or trademarks confusingly similar to Macro's marks;
bid on Macro trademarks in paid search advertising without Macro's prior written permission;
impersonate Macro;
issue press releases announcing a partnership without Macro's approval; or
continue using Macro Partner branding after suspension or termination from the Program.

Macro may require Partner to modify or remove any use of Macro branding.

10.4. Partner Marks

Partner grants Macro a non-exclusive, worldwide, royalty-free license during Partner's participation in the Program to use Partner's name, logo, and approved descriptive information to identify and promote Partner as a participant in the Program, including in Macro's website, partner directory, presentations, and marketing materials.

Partner may request that Macro discontinue a specific use of Partner's marks, and Macro will do so within a reasonable period.

11. Marketing Conduct and Compliance

Partner must conduct Program-related activities lawfully, ethically, and professionally.

Partner may not use:

unsolicited bulk email or spam;
misleading advertising;
false customer testimonials;
fraudulent referrals;
cookie stuffing or similar attribution manipulation;
deceptive redirects;
unauthorized coupon or discount promotions;
fake accounts;
automated lead-generation activity that violates applicable terms or law;
bribery, kickbacks, or improper payments; or
other deceptive or abusive practices.

Partner is responsible for complying with applicable:

privacy and data-protection laws;
anti-spam and marketing laws;
anti-bribery and anti-corruption laws;
export-control and sanctions laws;
consumer-protection laws; and
intellectual-property laws.

Partner may not offer anything of value for the purpose of improperly influencing a customer's purchasing decision.

12. Customer and Personal Data

Partner may provide Macro with business contact information relating to prospective customers only where Partner has a lawful basis to do so.

Partner is responsible for providing any notices and obtaining any permissions required by applicable privacy laws in connection with information Partner collects or shares.

If Partner accesses customer information in connection with services it provides independently to a customer, Partner is independently responsible for its handling and security of that information.

Participation in the Program does not itself authorize Partner to access Macro customer data.

13. Confidentiality

Either party may receive non-public information from the other party in connection with the Program.

"Confidential Information" means information that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Macro Confidential Information may include:

unreleased product information;
roadmap information;
pricing plans;
security information;
partner materials;
sales information;
customer information;
business plans; and
non-public financial or technical information.

The receiving party will:

use Confidential Information only for purposes of the Program;
protect it using reasonable care;
disclose it only to personnel or contractors who need to know it and are subject to appropriate confidentiality obligations; and
not disclose it to third parties without permission.

Confidential Information does not include information that the receiving party can demonstrate:

was already lawfully known without restriction;
becomes public through no breach of these Terms;
is independently developed without use of the Confidential Information; or
is lawfully obtained from another source without confidentiality obligations.

A party may disclose Confidential Information where required by law, provided it gives reasonable advance notice where legally permitted.

14. Product Information and Feedback

Macro may provide Partner with documentation, training material, beta software, APIs, demonstrations, or other Program resources.

Unless expressly stated otherwise, Program resources and pre-release functionality are provided "as is" and may change or be discontinued.

Partner may provide ideas, suggestions, or feedback relating to Macro. Partner grants Macro a perpetual, worldwide, royalty-free right to use such feedback without restriction or obligation.

This does not transfer ownership of Partner's pre-existing intellectual property to Macro.

15. Independent Relationship

Despite the use of the word "Partner," nothing in these Terms creates a legal partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency relationship between Macro and Partner.

Partner is an independent contractor.

Neither party has authority to bind the other or enter into obligations on the other's behalf.

Participation in the Program is non-exclusive. Both Macro and Partner may work with, recommend, develop, market, or sell products and services that compete with those offered by the other.

16. Program Changes

Macro may update the Program, Program benefits, qualification requirements, policies, or these Terms from time to time.

For material changes, Macro will provide reasonable notice by email, through the Partner Program, or by posting updated Terms.

Unless required by law or necessary to prevent fraud or abuse, a reduction to the standard referral percentage will apply prospectively to referrals claimed after the effective date of the change and will not reduce the percentage applicable to Qualified Referrals already accepted by Macro.

Continued participation after updated Terms become effective constitutes acceptance where permitted by law.

If Partner does not agree with an update, Partner may terminate its participation in the Program.

17. Suspension and Termination

17.1. Term

These Terms begin when Partner electronically accepts them and continue until terminated.

17.2. Termination Without Cause

Either party may terminate Partner's participation in the Program without cause by providing thirty (30) days' notice.

17.3. Suspension or Termination for Cause

Macro may suspend or immediately terminate Partner for:

material breach of these Terms;
fraud or attempted manipulation of Program attribution;
illegal or unethical conduct;
bribery or corruption;
sanctions or export-control concerns;
misuse of Macro trademarks;
material misrepresentation regarding Macro;
significant or repeated customer complaints;
conduct reasonably likely to harm Macro, its customers, or the Program;
failure to maintain Good Standing; or
material security or privacy violations.

Where appropriate, Macro may provide Partner an opportunity to cure a violation before termination.

17.4. Effect of Termination

Upon termination:

Partner must stop describing itself as an Official Macro Partner;
Partner must stop using Macro Partner badges and other Program-specific branding;
access to Program benefits may end; and
each party must cease using the other party's Confidential Information except as legally required.

Referral fees earned before termination remain payable, subject to these Terms.

If Macro terminates Partner without cause, referrals already accepted before notice of termination remain eligible if the customer later becomes a paying Macro customer.

If Partner terminates the Program, or Macro terminates Partner for cause, claims that have not yet become paying customers will cease to be eligible unless Macro agrees otherwise.

Sections that by their nature should survive termination \u2014 including confidentiality, payment obligations, intellectual property, indemnification, limitations of liability, and dispute provisions \u2014 will survive.

18. Disclaimer of Program Benefits

Except as expressly stated in these Terms, Macro does not guarantee:

any particular number of leads;
any customer introductions;
any sales volume;
any revenue;
any directory placement;
any co-marketing opportunity;
any event invitation;
continued availability of a particular Program benefit;
continued availability of beta or preview products; or
any particular commercial outcome from participation in the Program.

THE PROGRAM AND PROGRAM BENEFITS ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19. Indemnification

Partner will defend, indemnify, and hold harmless Macro and its affiliates, officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from:

Partner's products or services;
Partner's representations or commitments to a customer;
Partner's infringement or misappropriation of third-party intellectual-property rights;
Partner's violation of applicable law;
Partner's handling of personal or customer data; or
Partner's material breach of these Terms.

Macro will promptly notify Partner of an indemnified claim and provide reasonable cooperation at Partner's expense.

Partner may not settle a claim in a manner that admits fault by or imposes obligations on Macro without Macro's prior written consent.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATING TO THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MACRO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM WILL NOT EXCEED THE GREATER OF:

THE PROGRAM FEES PAID BY PARTNER TO MACRO DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
$100 USD.

These limitations do not apply to liability that cannot lawfully be limited.

21. Records and Program Administration

Macro may maintain records regarding:

Partner registrations;
sales opportunities;
customer transactions;
referral attribution;
payments;
Program status; and
certifications.

Macro's records will control for purposes of calculating Program payments absent manifest error.

Partner must notify Macro of a payment or attribution dispute within ninety (90) days after the relevant payment statement or determination.

The parties will attempt in good faith to resolve Program disputes informally before commencing formal proceedings.

22. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of New York, without regard to conflict-of-laws principles.

The state and federal courts located in New York County, New York will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to their jurisdiction and venue.

23. General Terms

23.1. Assignment

Partner may not assign or transfer these Terms or its Program membership without Macro's prior written consent.

Macro may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

23.2. No Waiver

Failure to enforce any provision of these Terms is not a waiver of that provision.

23.3. Severability

If any provision is found unenforceable, the remaining provisions will remain effective and the invalid provision will be interpreted as closely as possible to its original intent.

23.4. Entire Agreement

These Terms, together with any Program policies or written supplemental terms expressly incorporated by reference, constitute the entire agreement between Macro and Partner regarding participation in the Program.

A separate written agreement signed by Macro and Partner may modify these Terms with respect to that Partner.

23.5. Electronic Communications

Partner agrees that Macro may provide Program-related notices electronically, including by email or through Program systems.

23.6. Headings

Headings are for convenience only and do not affect interpretation.

24. Partner Kickoff

After acceptance into the Program, new Partners are encouraged to schedule a Macro Partnerships kickoff call: cal.com/team/macro/partnerships-program.

The kickoff call may be used to discuss Partner's business, specialties, potential customer opportunities, implementation capabilities, product questions, and ways Macro and Partner can work together.

25. Contact

Questions about the Macro Partner Program may be directed to Macro Partnerships at partnerships@macro.com.

Legal notices relating to these Terms should be directed to 54 W 21st Suite 503, New York NY 10002.