These Partner Program Policies (“Policies”) are current as of the version date set forth above and will remain in effect until or unless they are superseded by a version with a later version date. Eltropy may update or modify these Policies from time to time by posting updated terms or providing electronic notice. These Policies are subject to and made part of the Eltropy Partner Program Agreement (“EPPA”) which an entity must accept in order to participate as a Partner in the Partner Program. Capitalized terms not defined in these Policies have the meaning given to them in the EPPA. 

Partner Program Overview

The Program is designed to enable firms to participate in the Eltropy partner ecosystem through one or more of the following program types (each, a “Program Type”): (a) Reseller – Eltropy reselling partner’s products and services to end customers; (b) Integration – developing and maintaining integrations with Eltropy’s platform; and (c) Marketplace Listing – listing on the Eltropy Marketplace. The specific terms, requirements, and benefits applicable to each Program Type will be set forth in the EPPA and/or supplemental terms provided by Eltropy. A Partner may participate in more than one Program Type, subject to Eltropy’s approval.

Partner Program Requirement

An entity may apply to join the Program through an application on the Partner Enrollment page. If Eltropy determines, in its sole discretion, that it wishes to move forward with adding the applying entity to the Program, Eltropy will send the applying entity an email setting out the requirements for inclusion in the Program (e.g., demographic information, due diligence/compliance information). The applying entity must satisfy these requests within thirty (30) days of the date Eltropy sends such notice to keep its application active. Provided the entity submits such information within the applicable window, Eltropy will review it and may, in its sole discretion, approve or deny the entity’s admission to the Program. If an entity’s application is denied, it may reapply after meeting the applicable requirements.

Any exception to the Program requirements will be subject to approval and management of Eltropy’s VP of Partnerships. Eltropy reserves the right to accept or deny any application to the Program or deny any request for access to the Eltropy Marketplace.  

Compliance

In addition to complying with the Compliance provisions under the EPPA, Partner must comply with the following:

• Training. Partner agrees that it has provided or will provide training and information to its officers, directors, employees, and any third parties utilized by Partner in connection with the performance of the EPPA and these Policies (“Partner Personnel”) as necessary to comply with the Anti-Corruption Laws (as defined in the current EPPA) and any other applicable laws and obligations set forth in the EPPA and these Policies. Partner agrees to provide such training and information when onboarding Partner Personnel and no less than every 2 years thereafter. 
• Additional Diligence. Partner agrees that Partner, by and through an authorized officer, will, at Eltropy’s request, complete Eltropy’s Due Diligence Questionnaire. Partner may be subject to additional due diligence, questions, and training, as determined by Eltropy in its sole discretion.      
• Reporting Violations.  Partner agrees that it shall promptly inform Eltropy’s Legal Department (legal@eltropy.com) in writing of any confirmed violation of applicable law that materially affects PARTNER’s performance of its obligations under the EPPA. 
• Inspection Rights. Eltropy shall be allowed reasonable access upon no less than thirty (30) days prior written notice to PARTNER to inspect, audit, and make copies of Partner’s relevant books, records, and accounts no more than once per calendar year absent a good faith belief of material breach by PARTNER and limited to records directly related to PARTNER’s performance under the EPPA and these Policies. Eltropy may use third parties, such as external audit firms, to assist in any such activities. Any third party engaged to conduct such audit shall execute a confidentiality agreement no less protective than the confidentiality provisions of the EPPA prior to accessing any PARTNER materials. Such inspection and audit may include interviews of relevant Partner personnel. Such audit may be conducted during regular business hours at Partner’s officers and shall not unreasonably interfere with Partner’s business activities. Partner agrees that it will fully cooperate with Eltropy’s reasonable requests in any such audit. Eltropy shall bear all costs of any audit unless the audit reveals a material breach by PARTNER, in which case PARTNER shall bear reasonable audit costs.