These Market Development Fund Participation Terms and Conditions (“Terms”) are entered into by and between Blackpoint Holdings, LLC, a Delaware limited liability company (“Blackpoint”), and the partner entity identified in an approved MDF Request (“Partner”). Partner agrees to these Terms by accepting MDF in connection with a MDF request or approval that references these Terms.

  1. Purpose and Scope. Blackpoint has agreed to provide Market Development Funds (“MDF”) to Partner to support specific joint marketing activities approved by Blackpoint in writing (“Joint Marketing Activities”). The parties agree that MDFs are provided solely as reimbursement for specific marketing services and deliverables intended to increase brand awareness of Partner and its distribution of Blackpoint’s technology, including the CompassOne platform. MDFs are not intended to be, and shall not be construed as, cash consideration, rebates, or price reductions for any products or services resold by Partner.
  2. Pre-Approval and Compliance. Partner must submit a written request for MDF for each specific activity via Blackpoint’s designated portal or process. No reimbursement will be provided for activities that were not approved in writing by Blackpoint before distribution of funds. All activities must be conducted in strict compliance with (a) Blackpoint’s Guide to Market Development Funds (as updated from time to time); (b) any specific instructions provided by Blackpoint in the approval notice; and (c) all applicable anti-corruption and data privacy laws. MDFs shall only be used for the specific Joint Marketing Activity that has been approved. Any funds not used for the approved Joint Marketing Activity shall not be paid by Blackpoint or, if already paid, must be returned to Blackpoint by Partner promptly.
  3. Joint Marketing Activities and Leads. If Partner’s approved Joint Marketing Activity requires Partner to provide Blackpoint with the contact information of participants or “leads” generated through the Joint Marketing Activity (“Lead Information”), Partner warrants that it has provided all necessary notices and obtained all necessary consents required by applicable law (e.g., CCPA, CPA, GDPR) to share the Lead Information with Blackpoint for its marketing purposes.
  4. Financial Terms and Reimbursement
    1. Invoice Submission. Following the completion of the activity, Partner must submit a formal invoice for the authorized amount of MDF in the currency for which Blackpoint provided approval (unless otherwise authorized by Blackpoint in writing) to Blackpoint via [?].
    2. Supporting Documentation. Partner must provide “Proof of Performance” (e.g., photos of branding, copies of ads, event attendance lists), copies of third-party invoices/receipts showing the actual costs incurred, and reporting demonstrating the extent to which the Joint Marketing Activity achieved the stated growth objective articulated in your application for MDF to Blackpoint (the items in this paragraph b collectively, the “Supporting Documentation”)
    3. Payment Terms. Blackpoint will pay all undisputed reimbursement amounts within thirty (30) days of receipt of a valid invoice and all Supporting Documentation
  5. Audit and Clawback. Blackpoint reserves the right to audit Partner’s relevant records to verify compliance with this Agreement for a period of two (2) years following any MDF payment. If Blackpoint determines that MDFs were used for unapproved purposes or in violation of this agreement, Blackpoint may set off such amounts against future payments or require an immediate refund.
  6. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.