Amplitude, Inc. Referral Partner Agreement

1.1 - Identification of Prospect

Referral Partner agrees to use commercially reasonable efforts to refer to Amplitude any sales opportunities that are interested in using Amplitude’s products or services (“Prospect”).

1.2 - Opportunity Registration

Upon the identification of a Prospect, Referral Partner will provide Amplitude with written notice of the Prospect by email (the “Opportunity Notice). In order for a Prospect to become a “Qualified Referral” (that is, a Prospect for which Referral Partner is due commission), the following must occur: (i) Referral Partner must register the opportunity with Amplitude; (ii) Amplitude must approve the Opportunity Notice as specified in section 1.3 below; (iii) Referral Partner must actively introduce Amplitude’s sales contact with the Prospect, which, at a minimum, means introduction to an executive with budgetary responsibility for the department which would purchase Amplitude’s services and arrange an initial meeting with that executive; and (iv) the Prospect must execute an agreement with Amplitude within six (6) months from the Submission Date of the Opportunity Notice.

1.3 - Approval of Opportunities

A Prospect is not a Qualified Referral and Amplitude may decline to approve an Opportunity Notice if: (i) the Prospect is already a customer of Amplitude (or another referral partner or referral agent) at the approval date of the Opportunity Notice; (ii) if the Prospect was already in preliminary or advanced discussions with Amplitude towards a license or sale as of the approval date of the Opportunity Notice; (iii) the Prospect has already been submitted to Amplitude as a Prospect by a third party; or (iv) Amplitude concludes that payment of a Referral Fee (as defined below) would result in payments of commissions to multiple parties, or reasonably determines that acceptance would otherwise be adverse to its business interests. In addition, Referral Partner acknowledges that Amplitude is under no obligation to enter into any sales or other agreement with any prospect identified in any Opportunity Notice form and that the entry into any such agreement shall be in the sole discretion of Amplitude.

1.4 - Referral Management

Once Amplitude accepts a Qualified Referral, all subsequent contact with that Qualified Referral with respect to Amplitude’s products and services shall be at the direction of Amplitude.

Upon a Prospect become a Qualified Referral, Amplitude shall pay Referral Partner referral fees in arrears at the applicable percentage of fees listed on Exhibit A (“Compensation Referral Fee Percentage”) (excluding any discounts) payable by the Qualified Referral pursuant to the initial order under the main services agreement for the Amplitude products and services associated with an initial twelve (12) month subscription (“Referral Fee”). Amplitude shall collect all fees directly from the Qualified Referral (“Subscription Fees”). For sake of clarity, Referral Partner shall only receive Referral Fees on an Qualified Referral’s initial order and Referral Fees will accrue and be payable for, at most, one year from the date of becoming a Qualified Referral. For initial orders that have subscription terms in excess of one (1) year, Referral Fees payable with respect to the first year shall be determined proportionately to the total Subscription Fees payable pursuant to the initial order. In addition, Referral Partner will receive no compensation related to: (i) any installation, support, or other services fees; (ii) any renewals, upgrades or additional products licensed after the six-month window described above; (iii) any amounts for Subscription Fees received with respect to rejected Opportunity Notices. Accepted opportunities will be considered registered for a period of six (6) months (the “Registration Period”), and in the event no sale occurs within the Registration Period, no Referral Fee will be payable. If a Qualified Referral terminates the main services agreement prior to one year after becoming a New Customer, Referral Partner will only receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by Qualified Referral to Amplitude. The Referral Fee Percentage for a Qualified Referral shall be calculated at time of payment based on project annual revenue rate of Qualified Referral Subscription Fees. For each Qualified Referral, Referral Fees paid to Referral Partner may be capped at the amounts listed on Exhibit A for the applicable Referral Fee Percentages (“Maximum Compensation”).

3.1 - Payment Terms

Amplitude shall pay Referral Partner the Referral Fees within thirty (30) days of the end of the calendar quarter in which the Subscription Fees attributed to such Qualified Referral are paid to Amplitude. The amount paid to Referral Partner shall be based on the amount paid in that month by the Qualified Referral to Amplitude (e.g., if the Qualified Referral is paying Amplitude in quarterly installments, then Amplitude shall pay Referral Partner the Referral Fee on each installment following the month in which Amplitude received payment). All payments shall be made in U.S. dollars. If a Qualified Referral terminates the subscription to the products and services with Amplitude prior to one year after becoming a Qualified Referral, Referral Partner will only receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by the Qualified Referral to Amplitude. In addition, Referral Partner shall not be entitled to any reimbursement of any expenses or entitled to receive the payment of any other compensation other than as specified above.

3.2 Taxes

Referral Partner shall be responsible for payment of all sales and use taxes, value added taxes, and other transactional charges such as duties, tariffs, imposts, government imposed surcharges and other like charges levied on the Referral Fees (collectively, “Transaction Taxes”). If Amplitude is required to collect Transaction Taxes from a New Customer and remit them to a taxing authority, Amplitude will separately state the Transaction Taxes on an invoice. Each party is responsible for its own income taxes or taxes based on gross revenues or gross receipts. If necessary to support any applicable exemption from taxation, Referral Partner shall provide in a timely manner a valid certificate of resale or other document evidencing an exemption from taxation. Referral Partner shall indemnify, defend and hold Amplitude harmless from and against any claims arising out of relating to all charges resulting from Amplitude’s payment of Referral Fees.

During the Term, Referral Partner may: (i) mention Amplitude on Referral Partner’s website (including displaying Amplitude’s logo on Referral Partner’s website) and, subject to Amplitude’s review and approval, in all other marketing materials developed by Referral Partner that reference the Amplitude Services; (ii) with Amplitude’s assistance, develop a joint case study with respect to products or services developed by Referral Partner that use the Amplitude products and services (the “Joint Case Study”); (iii) participate in scheduled partner communication calls with Amplitude; (iv) participate in pre-sales or sales activities for or on behalf of Amplitude; (v) only recommend Amplitude products and services for uses that are consistent with warranted functionality; (vi) conduct business in a manner which reflects favorably at all times on the services, goodwill and reputation of Amplitude; (vii) avoid deceptive, misleading, false or unethical practices, which are or might be detrimental to Amplitude or the Amplitude Services and comply with all applicable laws, including, without limitation, the Foreign Corrupt Practices Act and similar laws; (viii) appoint and maintain an employee who will act as Referral Partner’s point of contact with Amplitude; (ix) allow use of Referral Partner’s logo on Amplitude website and associated marketing materials; (x) participate in marketing and promotional activities as agreed to in writing by the parties from time to time; and (xi) if mutually agreed to by the parties, complete Amplitude’s partner certification program.

5.1 - Confidential Information

As used herein, “Confidential Information” means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally or by inspection or observation, is identified as being proprietary and/or confidential at the time of disclosure and is confirmed as such in writing within 15 days of the disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

5.2 - Use and Disclosure Restrictions

Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. Except as otherwise permitted expressly by this Agreement, each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees, and contractors that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement or (ii) on an as-needed, confidential basis to its legal or financial advisors.

6.1 - Term

This Agreement shall commence as of the date that Referral Partner accepts or agrees to this Agreement and shall remain in force until terminated as provided herein.

6.2 - Termination

Either party may terminate this Agreement at any time for convenience upon not less than thirty (30) days prior written notice to the other party. Additionally, either party has the right to terminate this Agreement upon written notice to the other party if the other party: (i) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within 10 days after receipt of written notice of such default or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise.

6.3 - Effects of Termination

Upon termination of this Agreement, each party’s rights to use the other party’s trademarks under this Agreement shall immediately cease and, within ten (10) days of such termination or expiration, each party shall return to the other party or destroy any Confidential Information of the other party which is then in its possession. The termination of this Agreement shall not relieve a party of its outstanding obligations hereunder, including, without limitation, the obligation to pay the other party any amounts that are due hereunder. Sections 5, 6, 7, 8 and 9 shall survive termination of this Agreement.

Each party agrees to indemnify, defend and hold the other party and its affiliates and their respective directors, officers, employees and contractors harmless from and against any liabilities, damages or expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, demand, action, or proceeding initiated by a third party to the extent alleging that the technology underlying either party’s products or services, or any portion thereof, infringes such third party’s United States patent, copyright or trademark or misappropriates such third party’s trade secret, provided that the indemnified party: (i) promptly notifies the indemnifying party in writing of the claim, except that any failure to provide this notice promptly only relieves the indemnifying party of its responsibility pursuant to this Section to the extent its defense is materially prejudiced by the delay; (ii) grants the indemnifying party sole control of the defense and/or settlement of the claim; and (iii) provides the indemnifying party, at the indemnifying party’s expense, with all assistance, information and authority reasonably required for the defense and/or settlement of the claim. Amplitude shall have no liability for any claim of infringement that results from any modification of the Amplitude products or services by Referral Partner or the combination, operation, or use of the Amplitude products and services with non-Amplitude products, services, programs, data or documentation if such infringement would have been avoided by the use of the Amplitude products or services without such combination, operation or use; unless Referral Partner has obtained Amplitude’s prior written authorization permitting such activities. Referral Partner shall have no liability for any claim of infringement that results from any modification of the Referral Partner’s goods and services by Amplitude or the combination, operation, or use of the Referral Partner’s goods and services with non-Referral Partner services, programs, data or documentation if such infringement would have been avoided by the use of the Referral Partner’s goods and services without such combination, operation or use; unless Amplitude has obtained Referral Partner’s prior written authorization permitting such activities. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION OF EACH PARTY WITH RESPECT TO ANY INFRINGEMENT OR CLAIMS OF INFRINGEMENT BY THE AMPLITUDE PRODUCTS OR SERVICES OR REFERRAL PARTNER’S GOODS AND SERVICES OR ANY PART THEREOF, OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT.

8.1 - LIMITATION OF DAMAGES

EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF SECTION 5 (CONFIDENTIALITY), OR SECTION 7 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

8.2 LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF SECTION 5 (CONFIDENTIALITY) OR SECTION 7 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY AND DAMAGES UNDER THE AGREEMENT EXCEED THE GREATER OF $1,000 OR THE TOTAL FEES PAID HEREUNDER, REGARDLESS OF WHETHER ANY REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in this Agreement excludes or limits either party’s liability for: (a) gross negligence or willful misconduct or (b) payment of sums owed to any party under the terms of this Agreement.

9.1 - Independent Contractors

Amplitude and Referral Partner are strictly independent contractors and shall so represent themselves to all third parties. Neither party has the right to bind the other in any manner whatsoever and nothing in this Agreement shall be interpreted to make either party the agent or legal representative of the other or to make the parties joint venturers.

9.2 - Compliance with Laws

Each party will comply, at its own expense, with all statutes, regulations, rules, ordinances and orders of any governmental body, department or agency, which apply to or result from its obligations under this Agreement.

9.3 - Assignment

Neither party may assign this Agreement without the other party’s prior written consent which shall not be unreasonably withheld, provided that either party may, upon written notice to the other party, assign this Agreement in connection with the sale of substantially all of its business assets. Subject to the foregoing, this Agreement will inure to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.

9.4 - Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to conflicts of laws principles. The parties agree that the federal and state courts in San Francisco, California will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.

9.5 - Severability; Counterparts

If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.

9.6 - Entire Agreement

This Agreement constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof. Nothing contained in any purchase order, order acceptance form or other similar document shall in any way modify this Agreement or add any additional provisions to this Agreement.

9.7 - Waiver

A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

9.8 - Conduct of Business

Each party agrees to: (i) conduct business in a manner that reflects favorably at all times on the other party and protects the name, goodwill, and reputation of the other party and, (ii) to comply with all statutes, regulations, rules, ordinances and orders of any governmental body, department or agency, which apply to or result from its obligations under this Agreement. Referral Partner agrees: (i) to refrain from making any statements with respect to the specifications, features, capabilities or other characteristics of Amplitude’s products and services that are inconsistent with the technical documentation published by Amplitude; and (ii) to make no representations, warranties or guarantees regarding Amplitude’s products and services that are inconsistent with or expand the scope of any warranties, or that limit the scope of, or conflict with, the warranty disclaimers contained in Amplitude’s standard contract documentation.

9.9 - U.S. Foreign Corrupt Practices Act and U.K. Bribery Act

Amplitude and Referral Partner each represent and warrant to the other: (i) that it is aware of all anti-corruption legislation that applies to this Agreement and in particular the US Foreign Corrupt Practices Act 1977 and the U.K. Bribery Act 2010; (ii) it has implemented rules and procedures that enable it to comply with this legislation and adapt to any future amendments thereto; (iii) it has implemented appropriate rules, systems, procedures and controls for preventing the commission of corrupt acts, either by itself or its staff, and for ensuring that any evidence or suspicion of the commission of a corrupt act will be thoroughly investigated, and unless prohibited by confidentiality or law, reported to the other party; (iv) its records relating to its business, including accounting documents, are maintained and kept to ensure their accuracy and integrity; and (v) it has not made, offered, received, or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with this Agreement (reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction). 

9.10 - Export Compliance

Referral Partner represents that it is not named on any U.S. government denied-parties list. Referral Partner will not access or use any Amplitude Confidential Information in a U.S.-embargoed country or region or in violation of any U.S. export law or government regulation.

9.11 - Force Majeure

A party is not liable for non-performance of this Agreement, if the non-performance is caused by events or conditions beyond that party's control and the party gives prompt notice and makes all reasonable efforts to perform.

9.12 - Notices

Any notice under the Agreement must be given in writing. Amplitude may provide notice to Referral Partner through the email address in Referral Partner’s account. Referral Partner agrees that email communication will satisfy any applicable legal communication requirements, including that such communications be in writing. All notices under the Agreement will be deemed given immediately upon delivery, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service or by courier; or upon receipt. Notices to Amplitude must be sent to the following address: Amplitude, Inc., 201 Third Street, Suite 200, San Francisco, CA 94103, Attn: Legal or

9.13 - Non-Exclusive

This Agreement is non-exclusive and nothing in this Agreement may be deemed to prohibit either party from entering into any alliance, partner, referral, resale, customer or other agreement with any party anywhere in the world either during or after the Term.

9.14 - Trademarks

During the term of this Agreement, each party may display and use the trademarks of the other party as authorized by this Agreement and in accordance with any trademark usage guidelines that may be established and communicated by the other party. No other use of a party’s trademarks is authorized. Each party agrees that the other party is the owner of its trademarks and all goodwill attaching thereto.

9.15 - Expenses

Unless otherwise agreed to in writing by the parties, each party shall be responsible for its own costs associated with the performance of this Agreement.

9.16 - Change of Terms

Amplitude may modify the terms and conditions of this Agreement from time to time, upon at least 30 days’ prior written notice to Referral Partner. Amplitude will post updated versions on Amplitude website.