Partner Program Agreement

PARTNER PROGRAM AGREEMENT

This Partner Program Agreement ("Agreement") is entered into effective as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Company develops and markets products and services that may be resold, referred, or integrated by third parties; and

WHEREAS, Partner desires to participate in Company's partner program to promote, market, resell or otherwise refer Company's products and services under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Partner Program.

PARTNER TYPE

The Partner will participate as (select one or more): Reseller Referral Technology Integration Other

SCOPE OF WORK

Partner obligations and permitted activities under this Agreement shall include lead generation, pre-sales support, resale, product integration, training, and other promotional activities as agreed in writing. Specific responsibilities, deliverables, and acceptance criteria are set forth below.

PAYMENT TERMS

Compensation to Partner will be as follows. Commission and fee calculations are inclusive of taxes only as required by law; each party is responsible for its own taxes unless otherwise agreed in writing.

All commissions are earned only upon receipt of cleared funds by Company from the end customer and are payable only for amounts actually received by Company. Commissions will not be paid on refunded, charged-back, or unpaid transactions.

TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice. Termination will not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall (i) protect Confidential Information of the disclosing party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except as permitted herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; LICENSES

Company retains all right, title and interest in its trademarks, service marks, trade names, software, documentation and other intellectual property. Company grants Partner a limited, non-exclusive, non-transferable license to use Company's trademarks and marketing materials solely to perform Partner's obligations under this Agreement and in accordance with Company's brand guidelines provided to Partner. Partner shall not acquire any ownership interest in Company intellectual property by reason of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties will attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed forum unless otherwise required by law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Relationship of Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Notices: All notices must be in writing and delivered in accordance with the contact information on file or as otherwise provided in writing.

ADDITIONAL TERMS

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