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This ɫ��ֱ�� Client SaaS Agreement ("Agreement") forms a contract between the entity named in an Order Form ("Client", “you” or “your”) and ɫ��ֱ�� Inc. (“ɫ��ֱ��”, “we”, “our”, or “us”).��

The Agreement consists of the following:
·������������The Agreement terms below
·������������Our Data Processing Addendum (the “DPA”)
·������������Our Code of Conduct
·������������Your Order Form, which is the ɫ��ֱ��-issued form referencing these terms and describing your subscription package��

In the event of a conflict, an exhibit, attachment, Order Form, or addendum prevails over these Agreement Terms to the extent of such conflict.

We may revise the Agreement terms or any additional terms and conditions that are relevant to the ɫ��ֱ�� Platform from time to time. We will post the revised Agreement with a “last updated” date on the ɫ��ֱ�� website. All such revisions to this Agreement will take effect at the start of a Renewal Term (as defined below), unless either party chooses not to renew this Agreement. You agree that we shall not be liable to you or to any third party for any modification of this Agreement.

Section 1. The ɫ��ֱ�� Services

1.1 Description of the Services
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The “ɫ��ֱ�� Platform” or “Platform” refers to the proprietary Software-as-a-Service Platform offered by ɫ��ֱ�� that allows ɫ��ֱ�� Clients to build, manage, market and grow various partner programs (“Partner Programs”). The ɫ��ֱ�� Platform also allows third party partners, resellers, influencers, community members or affiliates (“Partners”) to identify and participate in such Partner Programs offered by Clients. Through these Partner Programs, Partners may earn commissions (“Commissions”) from Clients.

As a Client, you may use the ɫ��ֱ�� Platform solely to build, manage, market and grow your Partner Programs, including by communicating with and paying Partners in relation to their participation in such programs. You agree to provide only true, complete, and accurate information to and through the Platform and to only use the Platform to communicate in a manner consistent with this Agreement. Any uses that are inconsistent with the Code of Conduct or the Agreement are prohibited and may lead to the suspension of your access to and use of the Platform.

As long as you follow the terms and conditions of this Agreement, ɫ��ֱ�� will grant you a non-exclusive, non-transferable right to access and use the Services and the ɫ��ֱ�� Platform during the Term. To use the Platform, you'll need to integrate it with your own technical systems according to the instructions on the ɫ��ֱ�� website. You’re fully responsible for this integration, which is a requirement to access the ɫ��ֱ�� Platform. We may update and modify the ɫ��ֱ�� Platform, as long as these changes don't significantly impact its functionality for you.

1.2 Relationship with Partners
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The ɫ��ֱ�� Platform will allow you to provide information about Partner Programs that you offer, this can include details like what the program involves, how payments work, commission schedules, and other terms. All Partners must create user accounts and accept ɫ��ֱ��'s Partner Terms�� to access the ɫ��ֱ�� Platform. Partners who want to join your Partner Program will be able to contact you through the ɫ��ֱ�� Platform. You can then enter into a separate agreement with acceptable Partners (the “Channel Program Agreement”) that applies to your relationship with those Partners and their participation in your programs. ɫ��ֱ�� isn't involved in these agreements and isn't responsible for them. Partners may participate in partner programs on the ɫ��ֱ�� Platform other than those offered by you.

You can end your relationship with a Partner by sending a written notice (email is okay) according to the Channel Program Agreement. ɫ��ֱ�� isn't responsible for confirming or acknowledging the termination, and we will not be liable for any of your unpaid payments or obligations.

1.3 Account Registration
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(a) Client User Accounts. Upon Client’s request, ɫ��ֱ�� will: (a) issue one or more accounts (each, a “Client User Account”) to Client for use by Client and its personnel who are authorized by Client to access and use the ɫ��ֱ�� Platform (“Permitted Users”); and (b) designate one or more Client User Accounts as administrator accounts that provides Client with the capability to administer, maintain, and manage certain features of the ɫ��ֱ�� Platform. Client will ensure that Permitted Users only use the ɫ��ֱ�� Platform through the Client User Account. Client will not allow any Permitted User to share the Client User Account with any other person. Client will promptly notify ɫ��ֱ�� of any actual or suspected unauthorized use of the ɫ��ֱ�� Platform. ɫ��ֱ�� reserves the right to suspend, deactivate, or replace the Client User Account if it determines that the Client User Account may have been used for an unauthorized purpose.

(b) Usage Limits. An Order Form may provide Permitted User limits, and/or other usage limitations. Use of the ɫ��ֱ�� Platform by Client is restricted to such limitations as set forth in the Order Form.

1.4 Code of Conduct
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All users must create user accounts and accept ɫ��ֱ��'s Code of Conduct to access the ɫ��ֱ�� Platform. You're responsible for ensuring that your Permitted Users comply with the Code of Conduct.

1.5 Restrictions on Use
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Client understands and agrees that it is responsible for usage of the ɫ��ֱ�� Platform by Permitted Users or activity done on Client User Accounts. Any breach of the Code of Conduct by Permitted Users or anyone using a Client User Account is deemed to be a breach by you.

You will make sure that Permitted Users follow the Agreement, Code of Conduct and policies provided by ɫ��ֱ��. You agree that you won’t, nor will you let others, including Permitted Users:

(a) alter, modify, create derivative works based on, translate, deface or reverse engineer the ɫ��ֱ�� Platform;
(b) use the ɫ��ֱ�� Platform to create or benefit any competing or illegal products or services;
(c) transfer, distribute or permit access to the ɫ��ֱ�� Platform to anyone else;
(d) use the ɫ��ֱ�� Platform to create or manage Partner Channel Programs for products or services that you do not offer;
(e) use the ɫ��ֱ�� Platform for any unauthorized purpose(s) by you or your Permitted Users or
(f) use the ɫ��ֱ�� Platform in any way that violates our Code of Conduct.

1.6 Suspension of Access; Scheduled Downtime and Service Levels.
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We can, at any time and at our sole discretion, without limiting any of our other rights or remedies at law or in equity under this Agreement, suspend your access to or use of the ɫ��ֱ�� Platform or any component thereof: (a) for scheduled maintenance; (b) due to a Force Majeure Event , (c) if you or any of your Permitted Users violates any provision of the Agreement, including, for greater certainty, any of the restrictions set out in Section 1.5 above; (d) to address any emergency security concerns; or (e) if required to do so by a governmental or regulatory authority or as a result of a change in applicable law.

All service level commitments for the ɫ��ֱ�� Platform and Services are set out in the Service Level Agreement.

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Section 2. Data Ownership

2.1 Client Data
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YOU'LL RETAIN OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS TO YOUR OWN DATA. DURING THE TERM OF THIS AGREEMENT, YOU GRANT PARTNERSTACK THE RIGHT TO ACCESS, COLLECT, USE, PROCESS, STORE, DISCLOSE, SUBPROCESS AND TRANSMIT YOUR DATA FOR THE PURPOSE OF PROVIDING AND IMPROVING THE PARTNERSTACK PLATFORM AND OUR OTHER OFFERINGS. ANY DATA THAT CAN’T BE ASSOCIATED WITH YOU OR YOUR CUSTOMERS MAY BE USED BY PARTNERSTACK FOR SUPPORT SERVICES OR TO IMPROVE OUR SERVICES AND THE PARTNERSTACK PLATFORM.

ɫ��ֱ�� compiles and derives data from users of the Platform such as indicators and performance metrics, including usage patterns (“Usage Data”). All Usage Data is aggregated and anonymized and cannot be used to identify either Client or any specific user. Usage Data is not Client data and is not Personal Data. ��Usage Data cannot be re-identified and will be considered ɫ��ֱ�� data. All Usage Data is anonymized and de-identified as those terms are defined in GDPR and CCPA respectively

2.2 Privacy Policy
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You agree to the terms of our Privacy Policy, which describes our privacy practices with respect to personal information collected by ɫ��ֱ�� for purposes determined by us.

2.3 DPA
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To the extent that we collect, use or process personal information to provide the ɫ��ֱ�� Platform to you, the terms of the DPA will apply and are incorporated into this Agreement. The DPA explains how we will process Personal Data on your behalf in connection with the ɫ��ֱ�� Platform provided to you under this Agreement. We'll make sure to keep your information safe with the right security measures outlined in the DPA.

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Section 3. Commissions, Fees and Taxes

3.1 Commissions
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You agree to pay ɫ��ֱ�� for all Commissions earned by Partners which we will collect from you and remit to Partners. We will let Partners know when such Commissions has been remitted to us by you and is ready for their withdrawal. If a Partner requests, we will send them the commission payments collected from you, however we will not send any Commissions to Partners until (i) we receive payment from you and (ii) a request is made by the Partner.

You understand and agree that: (a) ɫ��ֱ�� doesn't have to pay Commissions until it receives payment from you and a withdrawal request from the Partner; (b) ɫ��ֱ�� isn't responsible for any late or wrong commission payments; and (c) any issues with commissions should be handled directly with the Partner, not with ɫ��ֱ��.

3.2 Fees
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You will pay ɫ��ֱ�� all fees described in your Order Form (the “Fees”), including the following fees:

(a) Subscription Fee: An annual Subscription Fee set out in the Order Form and due upon execution of this Agreement; and

(b) Monthly Fee: (i) a monthly fee in the amount of (as set out in the Order Form) of the Commissions earned by Partners in such month, for Partners that are brought to Client’s program by Client; and (ii) a monthly fee in the amount of (as set out in the Order Form) of the Commissions earned by Partners brought, facilitated or referred to your program by ɫ��ֱ��, either through the ɫ��ֱ�� Platform marketplace or directly referred to your program by ɫ��ֱ�� (“Referred Partners”) in such month.

Your failure to pay the Fees on time will be deemed a material breach of this Agreement. This could lead to the termination of the Agreement or a suspension of access to the ɫ��ֱ�� Platform. Unless stated otherwise in the Order Form, all Fees must be paid in advance in U.S. Dollars and cannot be canceled or refunded except expressly provided for. The annual Subscription Fees for any Renewal Term will increase by 7% over the Subscription Fees paid in the previous subscription period.

3.3 Billing and Invoices
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(a) Subscription Fee: We will invoice you for Subscription Fees on an annual basis as agreed in an Order Form.

(b) Commissions and Monthly Fees: As part of onboarding and registration following signature of this Agreement, you agree to provide ɫ��ֱ�� with updated, accurate and complete billing information, and you hereby authorize us (either directly or through our affiliates) to automatically charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method or designated banking account. You agree to provide further information in relation to any inquiries that we (or our affiliates) may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment. You also agree to provide upon request updated payment details from your credit card company or banking account (for example updated expiry date or card number as may be provided to us by your credit card company).

On the first day of each calendar month, invoices showing Partner activities for the previous month are automatically generated via the Platform dashboard. If there are any discrepancies in the generated invoices, you must notify us within 5 days, or they will be deemed correct. Note however, that you will have access to these invoices. We will then charge the designated payment method on the 7th day of such month, and if payment is successfully received from the Client payment method, the Commission payment will be made available to the Partner through the Platform on the 15th day of the same month. ��The Partner will have access to the Commissions from the 15th day of the month upon request through their ɫ��ֱ�� account.

3.4 Payment Processing
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Payment processing services for the ɫ��ֱ�� Platform are handled by third-party payment processors like Payments Canada Ltd., PayPal Holdings, Inc., and Stripe, Inc. (together, the "Payment Providers"). If you need to make payments to ɫ��ֱ��, you may need to enter into a separate agreement with the Payment Provider(s). ɫ��ֱ�� is not involved in this agreement and will not be responsible for any issues that may arise from it. You will need to cover any fees or other transaction costs charged by the Payment Provider. Make sure to keep your Payment Provider accounts up to date on the Platform, as ɫ��ֱ�� is not responsible for any mistakes or delays in payments.

3.5 Taxes
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Each party is responsible for paying their own taxes, including sales, use, value added, or any other national, state, or local taxes on net income, capital, gross receipts or payments, and is responsible for complying with any required tax documentation or obligations. This also applies to customs duties and other similar fees.

3.6 Non-circumvention
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All payments to Partners regarding Client Partner Programs must be processed through ɫ��ֱ��. You agree not to cut out ɫ��ֱ�� by making payments outside of the ɫ��ֱ�� Platform with Referred Partners. You also agree to pay all monthly fees for Commissions earned by those Referred Partners while you're using the ɫ��ֱ�� Platform.

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Section 4. Term; Termination

4.1 Term
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This Agreement will start on the Term Start Date and will continue for the initial period specified in such Order Form (“Initial Term”). After that, it will automatically renew for additional one-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless you or ɫ��ֱ�� gives written notice of non-renewal at least 60 days before the end of the then-current term.

4.2 Termination
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Either party can terminate this Agreement if the other party becomes insolvent, fails to pay their debts, or if the other party is in material breach of this Agreement (and that breach isn’t remedied within 30 days of being notified by the other party of such breach).

4.3 Effect of Termination
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At the end of this Agreement, you’ll have 15 days to log in and save or download your data. Once the 15 days are up, your account will become inactive and your data will no longer be accessible. ɫ��ֱ�� will maintain your data for at least 30 days after termination – after that, we may delete your data, unless required by law to keep it longer. When the Agreement is terminated, you must stop using the ɫ��ֱ�� Platform, and ɫ��ֱ�� will issue you an invoice for all accrued Fees (including Commissions), which you must pay immediately. You must also return any material provided by ɫ��ֱ��, and both parties must destroy any confidential information shared with them by the other subject however subject to applicable law.

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Section 5. Representations, Warranties and Covenants

5.1 Mutual
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Both parties represent and warrant that they: (i) have the right to enter into this Agreement and that doing so won’t violate any existing responsibilities they have to any third party; and (ii) will comply with applicable laws when fulfilling their responsibilities under this Agreement.

5.2 Client
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(a) Client represents and warrants that it has and shall maintain for the duration of the Agreement all rights, licenses and consents required under applicable law to provide ɫ��ֱ�� with Client data for the provision of the ɫ��ֱ�� Platform pursuant to the Agreement and as described in the DPA.

(b) Client further represents and warrants that (a) it is not named on any Canadian, U.S., or other list of persons or entities prohibited from receiving Canadian or U.S. exports, or from transacting with any Canadian or U.S entity, (b) it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under Canadian, U.S., or other applicable laws or regulations.

5.3 ɫ��ֱ��
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ɫ��ֱ�� warrants that it will use standard industry practices to screen, identify and remove from the ɫ��ֱ�� Platform viruses, Trojan horses, worms, spyware, or other such malicious code (“Malicious Code”). ɫ��ֱ�� is not responsible for any Malicious Code contained in Client data or materials otherwise originating from Client or its Permitted Users.

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Section 6. Disclaimer

THE PARTNERSTACK PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTNERSTACK MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY NATURE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RESPECT OF THE PARTNERSTACK PLATFORM, INCLUDING ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS RESPECTING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ARISING BY STATUTE, OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTNERSTACK DOES NOT WARRANT THAT THE PROVISION OF THE PARTNERSTACK PLATFORM TO CLIENT WILL BE UNINTERRUPTED OR ERROR-FREE.

PARTNERSTACK MAKES THE PLATFORM AVAILABLE TO VARIOUS ENTITIES INCLUDING PARTNERS, CLIENTS AND ADVERTISERS. ��ALL SUCH ENTITIES ARE INDEPENDENT FROM PARTNERSTACK AND, DESPITE ANY CONTRARY REFERENCE HEREIN, ARE NOT PARTNERS, AGENTS OR EMPLOYEES. PARTNERSTACK IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY OTHER ENTITY (INCLUDING PARTNERS OR CLIENTS OR ADVERTISERS) AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CHANNEL PROGRAM, CHANNEL PROGRAM AGREEMENT OR ANY OTHER OFFERING OF SUCH ENTITIES.

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Section 7. Confidentiality

For the purposes of this Section, “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure.

Both parties agree to: (a) keep each other's Confidential Information confidential and use reasonable efforts to do so; (b) only use the other party’s confidential information as allowed by this Agreement and only share it with their personnel that needs to know such confidential information to carry out the responsibilities under this Agreement.

These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, (d) it independently developed without using the disclosing party’s Confidential Information or (e) that the disclosing party gave its prior written consent for the disclosure of the Confidential Information. ��The receiving party may disclose Confidential Information if required by applicable law, subpoena or court order, provided (if permitted by applicable law) it notifies the disclosing party in advance and at the disclosing party’s cost, in any commercially reasonable effort to afford disclosing party the opportunity to seek a protective order. Either party may, in addition to other remedies legally available to it, seek equitable relief in case of a breach of confidentiality.

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Section 8. ɫ��ֱ��'s Intellectual Property Rights

We retain ownership and all intellectual property rights in and to the ɫ��ֱ�� Platform, anything developed or delivered by us or on our behalf under this Agreement, and any modifications thereof. You do not have any rights to the ɫ��ֱ�� Platform, except for the license granted to you in this Agreement. If Client provides ɫ��ֱ�� with any feedback or suggestions, ɫ��ֱ�� shall have a perpetual right to use and incorporate same at its discretion without any restriction or obligation. ��We reserve all rights not expressly granted to you under this Agreement.

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Section 9. Indemnities

9.1 By Client
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(a) You agree to indemnify, defend and hold you harmless, ɫ��ֱ�� for any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever (“Claims”) ��brought by a third-party for damages, losses, costs and/or expenses (including legal fees and disbursements) (“Losses”) arising from: (i) your data, including your failure to comply with laws applicable to your collection or use of such data; (ii) your breach of warranties, representations under this Agreement; (iii) your breach of Section ‎1.5; (iv) your violation of the rights of a third party (including privacy and intellectual property rights); or (v) any breach of or failure to perform under any Channel Program Agreement or any misrepresentation made by you or anyone acting on your behalf in connection with any Channel Program Agreement.

(b) If we seek an indemnity by you for a Claim under 9.1(a), we will (i) give you prompt written notice of the claim or action; (ii) cooperate with you (at your expense) in connection with the defense and settlement of such Claim, and (iii) allow you to control the defense and settlement of such Claim; provided that you will not (x) settle such Claim without our prior written consent (which we will not unreasonably withhold or delay), or (y) make an admission of liability on behalf of ɫ��ֱ�� without our prior written consent and further provided that we will be entitled to participate, at our expense, in the defense and settlement or such Claim.

9.2 By ɫ��ֱ��
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(a) ɫ��ֱ�� will indemnify you, subject to this Section 9.2 for any Claims brought by a third-party relating to an allegation that your use of the ɫ��ֱ�� Platform infringes on their intellectual property rights (an “IP Claim”). This indemnity obligation applies to any Losses that: (i) a court finally awards as a result of any IP Claim; or (ii) are agreed to by ɫ��ֱ�� in any settlement arising from any IP Claim.

(b) ɫ��ֱ�� will indemnify you for an IP Claim in accordance with Section 9.2(a) provided that ɫ��ֱ�� will have full control over the defense of the IP Claim and you: (i) ��have not made any admission against ɫ��ֱ��’s interests; (ii) have not agreed to any settlement of any claim or demand without ɫ��ֱ��’s consent, and (iii) cooperate with ɫ��ֱ�� in the defense of the IP Claim, at ɫ��ֱ��’s expense.

(c) Notwithstanding anything herein to the contrary, ɫ��ֱ�� will have no obligation or liability to Client under this Section 9.2 if: (i) the IP Claim is based upon, arises out of or is related to (x) the combination of any of the ɫ��ֱ�� Platform with any other software, hardware or products not provided by ɫ��ֱ��; (y) the use of the ɫ��ֱ�� Platform other than for their intended purpose; or (z) modifications, improvements and derivative works of ɫ��ֱ�� material created by you or on your behalf; (ii) you are in material breach of this Agreement or have failed to pay amounts due hereunder as set forth in Section 3; or (iii) you fail to notify ɫ��ֱ�� of the IP Claim in a prompt manner and the delay results in prejudice to ɫ��ֱ��.

(d) If any part of the ɫ��ֱ�� Platform become the subject of an IP Claim, we may, at our option and expense, (i) procure for you the right to continue using the ɫ��ֱ�� Platform; (ii) replace or modify the ɫ��ֱ�� Platform with a non-infringing version of materially similar function and performance; or (iii) terminate this Agreement and refund you on a pro rata basis any prepaid and unused Subscription Fees. The obligations of ɫ��ֱ�� set forth in this Section 9.2 constitute the sole and exclusive remedy of Client with respect to any IP Claim.

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Section 10. Liability

(a) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

(b) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL SUBSCRIPTION FEES PAID TO PARTNERSTACK UNDER THIS AGREEMENT FOR THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) The limitations provided for in Section 10(b) will not apply to Claims arising from: (i) any failure of Client to pay any Fees or Commissions; (ii) any breach of Section 1.5 (Restrictions on Use) or (iii) any breach of Section 7. ��With respect to liability for any breach of Section 2.3 (DPA), same shall not exceed an amount equal to the total subscription fees paid to ɫ��ֱ�� under this Agreement for the 24-month period preceding the event giving rise to the Claim.

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Section 11. Dispute Resolution

(a) Except for actions relating to your failure to pay any invoiced Fees or Commissions (which may be settled through the appropriate court system), the parties agree to resolve any dispute arising out of or relating to this Agreement as set forth in this Section 11. ��

(b) If a dispute occurs between the parties so that one party is considering legal action against the other party, then notice shall be provided by the party to the other party of such dispute and the parties will endeavor in good faith to resolve such dispute. If the parties’ representatives are unable to resolve the dispute within 5 days of the receipt of such notice, then the parties will escalate the dispute to the immediate supervisors of such representatives, who shall have an additional 10 days to resolve such dispute.

(c) If the dispute is not resolved pursuant to Section 11(b), the parties will refer the dispute to arbitration to be determined in accordance with (i) if the governing law of this Agreement is in the United States, the Commercial Dispute Rules of JAMS/Endispute or American Arbitration Association under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes (“CARASP”), at ɫ��ֱ��’s discretion. (ii) if the governing law of this Agreement is Canada, the National Arbitration Rules of the ADR Institute of Canada, Inc. ��Either party may commence the arbitration. ��The site of the arbitration will be the same as the venue for the governing law.

(d) The arbitration will be conducted in English before a single arbitrator. If the parties do not agree on the arbitrator within 15 days of the referral to arbitration, then the arbitral tribunal will be appointed by the ADR Institute of Canada or pursuant to the procedures set out in the CARASP. ��The arbitral tribunal will be conducted on an expedited basis and will render its final award and the reasons for the award within 45 days of the conclusion of the hearing, unless such time is reduced or extended by the tribunal after giving the parties an opportunity to be heard. ��Any award or judgment on an award and any award for interim relief may be entered in any court having jurisdiction and will be final and binding on the parties and will not be subject to appeal. No party is prohibited from seeking interim, interlocutory, or expedited remedies (including the use of arbitration rules providing for emergency measures of protection), in any forum having jurisdiction, including remedies to preserve or protect trademarks, confidential information, copyrights, or trade secrets or for extraordinary relief such as an injunction or eviction. In addition to any other restriction on the tribunal in this Agreement, in no event will the arbitral tribunal award, or have any jurisdiction to award, punitive or exemplary damages against any party. ��No arbitration award will have an effect of preclusion or collateral estoppel in any other adjudication or arbitration.

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Section 12. General Provisions

12.1 Export Compliance
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ɫ��ֱ�� Services may be subject to U.S. export control and economic sanction laws as administered by the Office of Foreign Assets and Control of the United States Department of Treasury. Each Party shall comply with the export control and economic sanction laws in providing and using the Services. Client will not access or use the Services if Client or any Permitted Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”). Client represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Permitted Users are located.

12.2 Third-Party Software and Services
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The ɫ��ֱ�� Platform might provide links and access to third-party software and services. When you use these third-party services, you must follow the terms set by the third-party provider, which will apply to you. ɫ��ֱ�� doesn't provide any warranties and has no responsibility to you for these third-party services.

12.3 Assignment
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You may not assign this Agreement to any third party without obtaining ɫ��ֱ��’s prior written consent. You may assign this Agreement in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets, provided that you provide ɫ��ֱ�� with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. This Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

12.4 Relationship of the Parties
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In all matters relating to this Agreement, you and ɫ��ֱ�� are independent contractors. Nothing in this Agreement creates any association, partnership, joint venture, or relationship of agency or employment between you and ɫ��ֱ��.

12.5 Publicity
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ɫ��ֱ�� may include you in any user or subscriber list and use your name and trademarks for marketing and publicity on our website, in our marketing materials and press releases.

12.6 Excusable Delays
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If ɫ��ֱ�� experiences any delays in providing the ɫ��ֱ�� Platform due to errors, defects, or other problems with the information, materials, or instructions given by you, we won't be responsible for performance of our obligations for the period of the delay. However, you will still be responsible for all applicable Fees incurred during that time.

12.7 Force Majeure
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Other than when it comes to Client's payment responsibilities, neither of us will be held responsible if we can't meet our obligations under this Agreement because of something beyond our control, including fires, power outages, extreme weather, labour disputes or government interventions (a "Force Majeure Event") as long as the party unable to fulfill its obligations notifies the other party promptly and gets back on track as soon as possible. If a Force Majeure Event causes a delay that lasts for 90 days without a solution, either of us may terminate the Agreement without any penalties.

12.8 Survival
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This Section 12.8, your payment obligations in respect of any Fees or Commissions owing, and the following sections of this Agreement will still be in effect even after this Agreement terminates, along with any other provisions that need to continue by law or because of their nature: Section 3(Commissions, Fees and Taxes), Section 4.3 (Effect of Termination), Section 5 (Representations, Warranties and Covenants), Section 6 (Disclaimer), Section 7 (Confidentiality), Section 8 (ɫ��ֱ��’s Intellectual Property Rights), Section 9 (Indemnities), Section 10 (Liability), Section 11 (Dispute Resolution), and Section 12.9 (Governing Law).

12.9 Governing Law
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This Agreement will be governed by the laws of below jurisdiction, excluding its choice of law provisions. The parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the courts and venue set forth below, as applicable.

If Client is incorporated or formed:

(a) in the United States and rest of the world – the laws and courts of the State of New York and venue of Buffalo, NY.

(b) in Canada – the laws and courts of the Province of Ontario and venue of Toronto, ON.

12.10 Notices
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The parties shall provide all notices under the terms of this Agreement by email, registered mail, or personal delivery to the addresses set out below, or such address which either party may notify the other in writing from time to time. All notices are deemed to be received when they are hand delivered, transmitted by email or 5 days following the day sent by registered mail.

Notices to ɫ��ֱ��

ɫ��ֱ�� Inc.

1000 Brickell Avenue

Suite #715 (PMB-315)

Miami, FL 33131

United States of America

Attention: Legal Department

Email: legal@partnerstack.com and notice@partnerstack.com

Notices to You

As set out in an Order Form.

12.11 Severability
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If any part of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, it will not affect the validity, legality or enforceability of the rest of this Agreement. Each provision remains separate, severable and distinct.

12.12 Waiver
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A waiver of any part of this Agreement will only be valid if it's in writing and will only apply to the specific situation and occurrence being waived. If either party doesn't insist on strict performance of this Agreement or doesn't enforce any of its rights, it doesn't mean those rights are waived and they'll still be in effect and fully in force.

12.13 Remedies are Cumulative
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Any single or partial exercise of a right or remedy in this Agreement does not reduce a party’s right to exercise another one in this Agreement or as provided at law or in equity. Except to the extent expressly set out in the Agreement, rights and remedies of the parties are cumulative and not exclusive of any other right or remedy provided at law or in equity.

12.14 Computation of Time
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When computing any time period in this Agreement, the following rules shall apply: (a) the day the time period starts doesn't count, but the day it ends does; (b) even non-Business Days are included in the calculation, unless the deadline falls on a non-Business Day, then it's extended to the next Business Day (c) if a deadline falls on a non-Business Day, it gets extended to the next Business Day; and (d) when used in the Agreement, the term "month" means a calendar month and “day” means a calendar day.

12.15 Entire Agreement
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The Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersede all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral. Any terms and conditions appearing on a purchase order or similar document issued by Client: (i) do not apply to the ɫ��ֱ�� Platform; (ii) do not override or form a part of this Agreement (including any Order Form); and (iii) are void.

12.16 Interpretation and Definitions
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For purposes of this Agreement, (a) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Agreement as a whole; and (d) whenever the singular is used herein, the same includes the plural, and whenever the plural is used herein, the same includes the singular, where appropriate.

Definitions
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Agreement means this ɫ��ֱ�� Client SaaS Agreement which consists of the Agreement terms, the DPA, our Code of Conduct, and the Order Form.

Business Day means any day other than a Saturday, Sunday, or statutory holiday in province or state by whose laws the Agreement is governed.

Channel Program Agreement is the separate agreement you enter into with acceptable Partners that applies to your relationship with those Partners.

Claims means claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever.

Client, you, or your means the entity named in an Order Form.

Client User Account means one or more accounts issued to Client for use by Client and its Permitted Users.

Client Partner Programs or Partner Programs means managed landing pages created through the ɫ��ֱ�� Platform for the purpose of marketing or referring products and services and connects Client with partners who provide marketing support, leads, and/or sales and enables partners to market, refer or sell Client’s product(s).

Code of Conduct means ɫ��ֱ��’s Code of Conduct.

Commissions means commissions earned by Partners through a Partner Program.

Data Processing Addendum (the “DPA”) means ɫ��ֱ��’s Data Processing Addendum.

Force Majeure Event means something beyond a party’s control, including fires, pandemics, power outages, extreme weather, labour disputes or government interventions.

Initial Term means the initial period specified in the Order Form.

IP Claim means Claims brought by a third-party relating to an allegation that your use of the ɫ��ֱ�� Platform infringes on their Intellectual Property Rights.

Intellectual Property Rights mean any and all intellectual property rights including copyrights, patent rights, trademark rights and any other intellectual property rights, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection.

Monthly Fee means the monthly fee in the amount of (as set out in the Order Form) of the Commission earned by Partners in such month.

Order Form means the ɫ��ֱ��-issued form referencing these specific terms and describing the Services purchased by Client from ɫ��ֱ�� and all associated fees due and payable pursuant to this Agreement.

Partners means third party partners, resellers, influencers, community members or affiliates or who use the ɫ��ֱ�� Platform to participate in any Client Partner Program.

ɫ��ֱ��, we, our, us refers to ɫ��ֱ�� Inc.

ɫ��ֱ�� Platform or Platform means the proprietary Software-as-a-Service Platform offered by ɫ��ֱ�� that allows ɫ��ֱ�� Clients build, manage, market and grow various channel programs.

Permitted Use means use of the ɫ��ֱ�� Platform solely to build, manage, market and grow your Partner Programs, including by communicating with and paying Partners in relation to their participation in such partner programs.

Permitted Users means the personnel authorized by you to access and use the ɫ��ֱ�� Platform.

Privacy Policy means the policy available here which describes our privacy practices with respect to personal information collected by ɫ��ֱ�� for purposes determined by us.

Referred Partners means Partners brought, facilitated or referred to your program by ɫ��ֱ��, either through the ɫ��ֱ�� Platform marketplace or directly referred to your program by ɫ��ֱ��.

Renewal Term means the additional one-year terms after the Initial Term.

Term means the Initial Term and any Renewal Term(s).

Term Start Date means the date stipulated in the respective Order Form.

U.S means the United States of America.

Services mean all use of the ɫ��ֱ�� Platform as described herein or in any Order Form.

Subscription Fee means the annual subscription fee set out in the Order Form.