FACILITATOR ADDENDUM
- Overview
- Organizations participating in the National Institute of Standards and Technology (“NIST“) Manufacturing Extension Partnership (“MEP“) program, Small Business Development Centers (“SBDCs”), Procurement Technical Assistance Centers (“PTACs”) and other similar organizations (“Facilitators“) which provide business and/or operational assistance to companies, including those that conduct business with the United States Federal Government, can gain additional advantages through participation in the Facilitator Program. This Facilitator Addendum (the “Addendum”) modifies the Partner Program Agreement (the “Agreement”) between Partner and the Company to define the terms and conditions associated with participating in the Partner Program as a Facilitator. As a Facilitator participating in the Partner Program, a Partner is granted a higher degree of control over the relationship with a Client than is typically granted to Partner Program participants, and thus makes additional commitments to the Company under this Addendum.
- If you have a question about this Agreement, please E-mail us at [email protected].
- Capitalized terms have the definitions set forth in the Agreement or as defined herein. In the case of a conflict between the definitions in this Addendum and the Agreement, the definitions of this Addendum shall control only with respect to the terms in this Addendum, unless the definition expressly alters this arrangement.
- BY ACCEPTING THIS ADDENDUM, AS EVIDENCED BY (i) SIGNING AND RETURNING A COPY OF THIS ADDENDUM, (ii) CLICKING A BOX INDICATING ACCEPTANCE, (iii) ACCESSING OR USING FACILITATOR PROGAM-SPECIFIC CAPABILITIES IN THE PARTNER PORTAL (WHEN AVAILABLE) MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), OR (iv) ACCESSING OR USING ONE OR MORE OF THE SERVICES MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), PARTNER AGREES TO THE TERMS OF THIS ADDENDUM AND THAT THIS ADDENDUM SUPERCEDES AND REPLACES ANY PRIOR ADDENDA WHICH ADDRESS A SIMILAR SUBJECT BETWEEN THE PARTIES.
- THE INDIVIDUAL ACCEPTING THIS ADDENDUM IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, AND SUCH INDIVIDUAL REPRESENTS THAT THE ENTITY EITHER:
- PARTICIPATES IN THE NIST MEP NETWORK;
- IS A PTAC;
- IS AN SBDC; OR
- IS A SIMILARLY-SITUATED ENTITY; AND
- THE INDIVIDUAL ACCEPTING THIS ADDENDUM FURTHER REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS ADDENDUM DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE ADDITIONAL CAPABILITIES AVAILABLE AS A FACILITATOR PARTICIPATING IN THE PARTNER PROGRAM.
- Once Partner’s application to be a Facilitator has been approved, Partner becomes the “Facilitator” under this agreement. Partner’s participation as a Facilitator in the Partner Program is solely at the Company’s discretion, and the Company may remove a Partner from Facilitator status at any time, without notice or cause.
- The Company reserves the right to modify the terms of this Addendum at any time. The then-current version of the Addendum will be linked to on the Company’s legal page (https://FutureFeed.co/legal). The Company will endeavor to notify Facilitator when the Agreement has been modified, but it is Facilitator’s responsibility to periodically review the then-current terms of the Addendum. This Addendum was last updated on April 20, 2022 (the “Update Date”). It is effective between Facilitator and the Company as of the earliest date after the Update Date on which Facilitator accepted this Addendum (the “Effective Date”). Any modification of the terms of this Addendum will have prospective effect only.
- Definitions
- Capitalized terms shall have the meanings defined in the Definitions page, in the Agreement, and as defined herein, including any definitions below. In the event of a conflict between a definition on the Definitions page, the Agreement, and this Addendum, the terms shall be applied in the following order of precedence:
- the terms as defined in this Addendum; then,
- the terms as defined in the Agreement; then,
- the terms as defined in the Definitions.
- Capitalized terms shall have the meanings defined in the Definitions page, in the Agreement, and as defined herein, including any definitions below. In the event of a conflict between a definition on the Definitions page, the Agreement, and this Addendum, the terms shall be applied in the following order of precedence:
- Facilitator Terms
- Facilitator Participation. Participation in the Partner Program as a Facilitator is optional. Partner’s access to Facilitator Program-specific functionality will not be enabled unless and until the Company can validate that Partner meets the participation requirements. The Company reserves the right to accept or reject Partner’s membership, and to modify the participation criteria at any time. To maintain Facilitator’s status as a registered Facilitator, Facilitator maintains an active Partner Program Agreement, maintains an active Subscription Agreement, and meets the other requirements established by the Company from time to time. Facilitator registration is currently available to approved Partners free of charge.
- Client Subscriptions. For each Client Subscription initiated by Facilitator, Facilitator shall be designated as the “MEP/Facilitator”.
- Client Agreements. Facilitator is entitled to exercise additional control over, and gain visibility into, Subscriptions where Facilitator is the MEP/Facilitator. Facilitator represents and warrants that all agreements between Facilitator and all Clients that involve a Service Offering include a clause substantially similar to the following:
- “We are authorized to access, view, modify, and control any and all information stored in any FutureFeed Service (as defined by FutureFeed) under this agreement, and all related information. This includes, without limitation, the ability to add and remove users to the Client’s Subscription, change user access permissions, view and consolidate information stored in a System Security Plan or all Plans of Action and Milestones, and monitor and analyze the same over time for our own purposes. This authorization cannot be rescinded by the Client during the term of the Subscription, and any attempts by Client to prohibit or otherwise restrict our authorized actions shall be void.”
- Consultancy Designation and Maintenance. Facilitator is responsible for designating a Consultancy that is to be associated with each Client Subscription associated with Facilitator, as well as the Consultancy employees who are to be granted access to that Client Subscription. Facilitator is responsible for maintaining such Consultancy information; any changes shall be submitted to Company via E-mail to [email protected] or via the Partner Portal.
- Consultancy Agreements. Where a Consultancy is an entity other than Facilitator, Facilitator represents and warrants that all agreements with the Consultancy that involve access to, or use of, a Service Offering include a clause substantially similar to the following:
- “We maintain a position of trust with all Clients. We must ensure that all work performed under this contract meets or exceeds our own high standards. Therefore, you expressly authorize us to access, view, modify, control, duplicate, and otherwise use all information entered into, and your access to, one or more FutureFeed Service (as defined by FutureFeed) and other related information. We may use such information, for example, and without limitation, to perform quality assurance checks against the work you perform for the Client. You will not take any steps to hide relevant information or prohibit our access to such information. Any such attempts by you shall be void.”
- New Subscriptions. As a Facilitator, all new Subscriptions entered into, whether for yourself or a Client, must be annual Subscriptions and are ineligible for the direct-billing option set forth in the Agreement. Otherwise, Facilitators have full discretion to set the price you charge Clients for new Subscriptions to Service Offerings.
- Subscription Renewals. When a Subscription renews, the Client shall have the option to transfer the Subscription out of Facilitator’s control. If the Client chooses this option, your access to and control over the Subscription, and any obligations you may have for that subscription (except any past-due balances), will also be terminated. If the Client opts to allow their Subscription to continue under Facilitator’s control, Facilitator has the option to continue as the MEP/Facilitator of record for that Subscription. The Client may also elect to separately engage a different Partner Program participant to assist the Client with any remediation, assessment or other work. In such a scenario, the other Partner Program participant shall be deemed the Partner of record for all Commissions and other financial incentives available under the Partner Program.
Version: 22.06b
Change Log:
22.06b – 16-JUN-2022 – Updated to refer to Services, rather than individual products, for consistency.
22.06a – 03-JUN-2022 – Added reference to commissions
22.04b – 20-APR-2022 – Stylistic edits
22.04a – 18-APR-2022 – Initial Online Version Publication
