🤝 Partner Agreement

FL3XX PARTNER PROGRAM AGREEMENT

Last Modified: March 21, 2024

PLEASE READ THIS PARTNER PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (Company) and us (FL3XX). It describes how we shall work together and other aspects of our business relationship. It is a legal document but we have tried to make it as readable as possible. These terms are so important though that we cannot have you take part in our Partner Program unless you agree to them. By taking part in our Partner Program, you are agreeing to these terms and agree to and accept the following: our Developer Terms, our Developer Policy, and our Business Partner Data Protection Agreement (DPA). If there's a conflict between the Developer Terms and this Partner Program Agreement, this Partner Program Agreement shall control.

1. Definitions

"Agreement" means this Partner Program Agreement and all materials referred to or linked to in here.

“API” means Application Programming Interface, which connects some of FL3XX Products with some Company Product(s).

“Certified Integrator” means an entity or individual which has completed its Installs according to the requirements and conditions of this agreement, and has a listing in the Integrations Ecosystem (as defined below).

“Company Product(s)” means your Solution (as defined in the Developer Terms) and your products and services.

“Customer” means the authorized actual user of the FL3XX Services.

“FL3XX API” means the universal Application Programming Interface provided by FL3XX GmbH as described at https://developer.fl3xx.com/reference.

"FL3XX Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our products and services.

“FL3XX Products” means all of our web-based inbound marketing and sales applications, tools, and platforms.

“Integrations Ecosystem” refers to FL3XX’s Integrations Ecosystem located at https://www.fl3xx.com/product/integrations.

“Installs” means an activated integration between a Company Product and FL3XX Customers. “Partner Program” means the FL3XX Partner Program as described in this Agreement.

“Private Integrator” means an entity or individual which has completed its Installs according to the requirements and conditions of this agreement, and whose Company Product is of private nature, i.e. built for and/or by a specific Customer exclusively for its own use and purpose.

“Program Participant(s)” or “Program Partners” means participants in the Partner Program, including Company.

“Program Policies” means the policies applicable to Program Participants, including the FL3XX Developer Policy, as in effect from time to time, which we will publish at [weblink to be added once this agreement is published on our website].

'We', 'us', “our”, and “FL3XX” means FL3XX GmbH.

“You” and “Company” means the party, other than FL3XX, entering into this Agreement and participating in the Partner Program.

2. Company Acceptance

Once you have submitted your application request at [email protected] to join the Partner Program, we will review your application and let you know whether you have been accepted or not. Before we accept an application, we may reach out to review your application with you. We may require that you complete certain requirements (besides those listed), questionnaires, assessments, or certification(s) before we accept your application. If we do not let you know that you are accepted to take part in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted into the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement, of our Developer Terms, Developer Policy, and our Business Partner DPA shall apply in full force and effect until terminated, per the terms set forth below.

The Partner Program includes two tiers of Program Participants: (1) Private Integrators, and (2) Public Integrators. If you are accepted we will specify your initial tier at the time of your acceptance. The Program Policies may include criteria and/or requirements that you must complete in order to qualify for a certain Program Partners Participant tier. We may adjust your tier based on your completion of the criteria we make available to you (whether in this Agreement or communicated elsewhere).

3. Company Products

3.1 Removed

3.2 Rights to Company Products

Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use your Company Products, solely for (i) testing and certifying interoperability between the Company Products and the FL3XX Products, and (ii) providing maintenance support to our Customers for any Company Product integrated with our product. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the Company Products to human-readable form, (b) sell, lease, transfer or sublicense the Company Products to any third party, (c) disclose or otherwise provide all or any portion of the Company Products to any person, (d) use the Company Products or any component thereof in a business production mode. Title to and ownership of the Company Products, and all patents, copyrights, and property rights applicable thereto, shall at all times remain solely and exclusively with you.

3.3 Implementation

If we build a connection to your Company Product(s) via your API, we expect your cooperative support to accomplish the implementation process quickly and smoothly.

If you build a connection of your Company Product(s) to FL3XX Products via our “FL3XX API”, we (i) will provide you with our API documentation and access to our test environment (sandbox). (ii) We may provide minimum implementation support up to a maximum of two hours in total (e-mail, phone, or videoconferencing), if not otherwise agreed in writing.

Additional implementation support and guidance may be provided upon our discretion and is usually charged based on man hours (man days). Subject to a specific agreement, case by case. Ask [email protected] .

3.4 Testing

If we build a connection to your Company Product(s) via your API, we will conduct a final functional test together with you to assure the quality and security of our Installs at the end of the implementation project.

If you build a connection of your Company Product(s) to FL3XX Products via our “FL3XX API”, we will always review the operation of your Company Products to determine, in our good faith discretion, whether there is sufficient and meaningful interoperability between the Company Products and the FL3XX Products, adhering to our standards, and whether the Company Products meet the security standards as described in our Developer Policy. We make suggestions and/or recommendations to you to modify the Company Products to help assure the interoperability and/or security, you will either implement such suggestions and/or recommendations or terminate your participation in the Partner Program.

3.5 Questionnaires

We may provide you, from time to time, with questionnaires, assessments, or surveys regarding the Company Product(s). Failure to respond or complete questionnaires or surveys may result in termination of your participation in the Partner Program. Based on your answers, we make suggestions and/or recommendations to you to modify the Company Products, you will either implement such suggestions and/or recommendations, if commercially reasonable, or terminate your participation in the Partner Program. Any suggestions or recommendations we make to you are non-confidential, and you will own all rights to use and incorporate such recommendations or suggestions into the Company Products, without payment to us.

3.6 Modifications

We reserve the right to modify, cancel, and/or charge for the FL3XX Products, and you reserve the right to modify, cancel, and/or charge for the Company Products, as each party sees fit, including new releases or updates (each, a 'Modification'). Each party agrees to give the other party access to, or, as applicable, copies of all such Modifications that impact the interoperability between the Company Products and the FL3XX Products, free of charge for interoperation testing only, during the term of this Agreement. If any Modification impacts compliance with our security requirements or interoperability between one of the Company Products and the FL3XX Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Company Product interoperating with the FL3XX Products as described above, (ii) offer reasonable suggestions to you in the event Modifications to the Company Product are required in an effort to ensure interoperability between the Company Product and the FL3XX Products, and (iii) provided you choose to support the interoperability certification status of the Company Product, you agree, within 30 days after the Resubmission Notice, to resubmit the Company Product, with any Modifications and, if applicable, an updated interoperability guide, to us for review of your recertification. If you elect not to have the Company Product re-certified or the Company Product fails to pass the interoperability testing within 30 days after the Resubmission Notice, your interoperability certification will be limited to the Company Product and FL3XX Product versions prior to the Modifications.

3.7 Compliance with Program Policies

You agree to comply with the terms and conditions of the FL3XX Partner Program Policies, which are incorporated herein by reference. The Partner Program Policies are located at developer.fl3xx.com/partner_agreement. If you use FL3XX products or services, you agree to the FL3XX General Terms and Conditions at developer.fl3xx.com/developer_terms and developer.fl3xx.com/developer_policy.

4. Audit Rights

We may ask you to assist us in determining your compliance with this Agreement. You will use reasonable efforts to help us in this effort, including, but not limited to, allowing us to review your Company Products, your access logs, your systems, or appointing an independent party to conduct an audit, solely to the extent necessary to verify your compliance with the terms of this Agreement. We will not request an audit more than once per calendar year, and we will conduct audits during your normal business hours and in a manner that does not interfere unreasonably with your normal business operations. All information reviewed or received by us during such audit is Company Confidential Information.

5. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both of us will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products. Other Program Partners and FL3XX may develop new features or products that are similar to or compete with your Company Products, provided FL3XX uses no Confidential Information of Company to do so.

6. Fees and Additional Commercial Provisions

All fees, charges, and any other relevant commercial provisions are set in the Appendix A.

7. Your Duties and Restrictions

During the term of this Agreement, unless you are a Private Integrator, you agree that you shall, (a) make the Company Products commercially available to our Customers, (b) give your Customers qualified sales, installation, training, support, and service for use of the Company Products in conjunction with the FL3XX Products, (c) give Customers a Service Level Agreement, (d) promptly give us all reasonably requested information regarding the use of the Company Products in conjunction with the FL3XX Products, including appropriate documentation on the setup and configuration of the Company Products in conjunction with the FL3XX Products, (e) comply with all applicable laws and regulations, and (f) give us a written notification within twenty-four (24) hours of problem identification describing any technical issues that may impact the performance of the Company Products when used with the FL3XX Products.

You will use the FL3XX Products for your internal business purposes and will not: (i) willfully tamper with the security of the FL3XX Products or tamper with our customer accounts, (ii) access data on the FL3XX Products not intended for you, (iii) log into a server or account on the FL3XX Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any FL3XX Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the FL3XX Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the FL3XX Products or make the FL3XX Products available to a third party other than as contemplated in this Agreement, (vii) use the FL3XX Products for time sharing or service bureau purposes or otherwise for the benefit of a third party, or (viii) provide to third parties any evaluation version of the FL3XX Products without our prior written consent.

8. Training and Support

We may make available to you, without charge, the webinars, marketing materials, and other resources. We ask that you encourage your sales representatives and other relevant personnel to learn about FL3XX Products, as well as to participate in any training we may offer in new features and upgrades. We may also choose to make benefits or offerings available dependent on your applicable Program Partners Participant tier and status, and these benefits or offerings may require agreement to additional terms and conditions. We may change or discontinue any such benefits or offerings at any time without notice.

9. Optional Participant Programs

We may from time to time, and solely at our discretion, offer you the opportunity to take part in promotional programs (the “Optional Participant Programs”). Participation in these Optional Participant Programs is optional, and to participate, you may be required to agree to additional terms and conditions. We may discontinue the Optional Participant Programs at any time without notice.

10. Trademarks; Non-Disparagement

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos (the “Company Marks”) solely in connection with the Partner Program and this Agreement and in compliance with the requirements in this section. We agree we must: (i) only use the images of your trademark that you make available to us, without altering them in any way, (ii) only use your trademarks in connection with the Partner Program and this Agreement, and (iii) immediately comply if you request that we discontinue use. We will not: (i) use your trademark in a misleading way, (ii) use your trademark in a way that implies you endorse, sponsor or approve of our services or products, or (iii) use your trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Further, we will not make any express or implied statement or suggestion, or use your trademark in a manner that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on you, or your business, products, or services. The foregoing shall not apply to normal competitive activities that we may engage in. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you and inure to your benefit.

During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way, (ii) only use our trademarks in connection with the Partner Program and this Agreement, and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading way, (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products, or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Further, you will not make any express or implied statement or suggestion, or use our trademark in a manner that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on us, or our business, products, or services. The foregoing shall not apply to normal competitive activities that you may engage in.

If your Company Product successfully completes the interoperability certification process, you may create a link to our website and, at your option, use the “FL3XX Certified” mark, in accordance with this section, on your website and in marketing collateral relating to your Company Product. This Section 10 will apply to your use of our trademarks, logos, and content described in Section 6 of the Developer Terms”

11. FL3XX’s Proprietary Rights

No license to any software is granted by this Agreement. The FL3XX Products are protected by intellectual property laws. The FL3XX Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the FL3XX Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the FL3XX Content, or the FL3XX Products in whole or in part, by any means, except as expressly authorized in writing by us. FL3XX, the FL3XX logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. We encourage all customers and partners to comment on the FL3XX Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the FL3XX Products, without payment to you.

12. Confidentiality

As used in this Agreement, “Confidential Information” means all confidential or proprietary information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential, and (ii) FL3XX or Company customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.

12.1 Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

12.2 Injunctive Relief

Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

13. Term and Termination

13.1 Term

This Agreement will apply for as long as you participate in the Partner Program and are listed in the Integrations Ecosystem until terminated.

13.2Termination Without Cause

Both of us may terminate this Agreement on thirty (30) days’ written notice to the other party.

13.3 Termination for Cause

We may terminate this Agreement and/or suspend your access to the FL3XX Products: (i) upon thirty (30) days’ notice to you of a material breach of this Agreement if such breach remains uncured at the expiration of such period, (ii) immediately, if you violate applicable local, state, federal, or foreign laws or regulations, or (iii) immediately if we find that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

13.4 Effects of Expiration/Termination

Upon termination or expiration of this Agreement, any certification granted pursuant to the Partner Program shall be immediately terminated and each party will immediately discontinue all use of the other party’s trademark, Company will remove all FL3XX certification badges and Partner Program information and references from its website(s) and other collateral, and FL3XX will remove all Company information and references from its website(s) and other collateral. If after termination or expiration of this Agreement, technical support issues arise related to a Customer that is utilizing a previously certified version of the Company Product, then the parties agree to cooperate in good faith to respond to such Customer issues.

14. Representations and Warranties

You represent and warrant that: (i) you have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements, (iii) you own or have sufficient rights to use and to grant to us our right to use the Company Marks in accordance with this Agreement, and (iv) the Company Products do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.

We represent and warrant that: (i) we have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) we own or have sufficient rights to use and to grant to you the right to use the FL3XX Marks in accordance with this Agreement, and (iv) the FL3XX Products do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.

15. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) a Customer’s use of the Company Products, (b) your non-compliance with or breach of this Agreement, (c) a claim our use of the Company Marks infringes or misappropriates the intellectual property rights of a third party, , or (d) any claim that the Company Products infringe or misappropriate the intellectual property rights of a third party or violate applicable law. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim, give you sole control of the defense or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

We will indemnify, defend and hold you harmless, at our expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against you (and your officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) a Customer’s use of the FL3XX Products, (b) our non-compliance with or breach of this Agreement, (c) a claim our use of the FL3XX trademarks infringes or misappropriates the intellectual property rights of a third party, or (d) any claim that the FL3XX Products infringe or misappropriate the intellectual property rights of a third party or violate applicable law. You must: notify us in writing within thirty (30) days of your becoming aware of any such claim, give us sole control of the defense or settlement of such a claim, and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you, (ii) requires you to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.

16. Disclaimers; Limitations of Liability

a) Disclaimer of Warranties
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE FL3XX PRODUCTS, FL3XX CONTENT, THE APP PARTNER PROGRAM OR THE OPTIONAL PARTICIPANT PROGRAMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE FL3XX PRODUCTS AND OPTIONAL PARTICIPANT PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE FL3XX PRODUCTS AND THE OPTIONAL PARTICIPANT PROGRAMS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE ACKNOWLEDGE THAT COMPANY DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE COMPANY PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, AND THAT THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO THE COMPANY PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE WILL NOT MAKE ANY REPRESENTATIONS TO CUSTOMERS REGARDING THE COMPANY PRODUCT THAT ARE NOT AUTHORIZED BY COMPANY.

b) No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR A BREACH OF SECTION 12, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c) Limitation of Liability
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, ANY PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY HEREUNDER WILL BE LIMITED TO FIFTY THOUSAND DOLLARS. THE FOREGOING LIMITATION DOES NOT APPLY TO A BREACH OF SECTION 12 HEREUNDER.

17. General

17.1 Amendment; No Waiver

We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at https://developer.fl3xx.com/partner_agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the 'Last Modified' date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.

If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No amendment to this Agreement will be effective unless it is in writing and signed by the parties. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

17.2 Applicable Law

This Agreement shall be governed by the laws of Austria, without regard to the conflict of laws provisions thereof. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Austria, subject to a possible appeal to the European Court of Justice.

17.3 Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

17.4 Relationship of the Parties

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

17.5 Compliance with Applicable Laws

You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the Republic of Austria and any other relevant local export laws and regulations may apply to the FL3XX Products.

17.6 Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

17.7 Notices

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.

To FL3XX GmbH: FL3XX GmbH, Kolingasse 13, 1090 Vienna, Austria
Attention: Legal Counsel, [email protected]

To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

17.8 Entire Agreement

This Agreement, including Appendix A attached is the entire agreement between us for Partner Program and supersedes all other proposals and agreements (including all prior versions of the agreement applicable to the Partner Program, if any), whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the FL3XX Products or dependent on any oral or written public comments made by us regarding future functionality or features of the FL3XX Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

17.9 Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

17.10 No Third-Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

17.11 Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

17.12 Program Policies

We may change the Program Policies from time to time by updating our website. Your participation in the Partner Program is subject to the Program Policies, which are incorporated herein by reference.

17.13 No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the FL3XX Products, our trademarks, or any other property or right of ours.

17.14 Survival

The following sections shall survive the expiration or termination of this Agreement: ‘FL3XX’s Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration/Termination.