Partner Program Agreement

This Partner Program Agreement (this "Agreement") is a contract between you ("Partner", "you" and "your") and Email Pulse, Inc.

Definitions

Active Partner

You have (i) an active Email Pulse Account, and (ii) actively work to resell Email Pulse products and services.

Agreement

This Partner Program Agreement and all referenced materials, as updated by Email Pulse in its sole discretion.

Customer Terms of Service

Terms at emailpulse.ai/terms-of-service, as modified from time to time.

End User

The authorized actual user of Email Pulse Products or party on whose behalf you use them.

End User Data

All information End User submits or collects via Email Pulse Products and materials provided, posted, uploaded, input or submitted for public display.

Email Pulse Materials

All information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into services.

Email Pulse Products

Both the Subscription Service and Other Products.

Inactive Partner

Does not meet Active Partner criteria.

List Price

Standard pricing for the Subscription Service. Email Pulse reserves the right to change pricing at any time. Price changes do not apply to End Users purchasing within ten days of a change.

Other Products

Products and services not included in the Subscription Service; excludes implementation, customization, training, consulting, support, or third-party fees.

Partner Program

The partner program described in this Agreement.

Program Policies

Policies applicable to partners, provided and modified by Email Pulse from time to time.

Prospect

A prospective End User.

Self-Purchase

A subscription to an Email Pulse Product purchased by Partner, along with partner training.

Statement of Work

A document agreed by you and Email Pulse defining project-specific activities, deliverables, and timelines.

Subscription Service

Email Pulse customer experience optimization software and analytics solution that is subscribed to, and developed, operated, and maintained by us, accessible via emailpulse.ai or another designated URL, and add-on products to our software. Excludes sales software, implementation, customization, training, consulting, support, or third-party services.

General Provisions

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 emailpulse.ai/partner-program-agreement and we will let you know through the Notification app in your portal. The updated Agreement will become effective and binding on the next business day after it is posted. Partners are encouraged to review the Agreement periodically.

Notice Information

General notices to Partner are delivered via partner portal; specific notices by email or notifications center.

Entire Agreement

This Agreement is the entire agreement between us for the Partner Program and supersedes all other proposals and agreements (including all prior versions of the Email Pulse Partner Program Agreement, if any), whether electronic, oral or written, between us. In conflicts between the Agreement and a Statement of Work, the Statement of Work provisions take precedence for that specific SOW.

Assignment

Partners cannot assign or transfer this Agreement without prior written consent, including through merger, reorganization, asset sales, or change of control. Email Pulse may assign to affiliates or upon merger, reorganization, asset sale, or change of control.

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.

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.

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 Email Pulse Products, our trademarks, or any other property or right of ours.

Sales by Email Pulse

This Agreement shall in no way limit our right to sell the Email Pulse Products, directly or indirectly, to any current or prospective customers.

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. If you open an account on behalf of an End User you represent and warrant that you have the authority to bind such End User to our Customer Terms of Service.

Survival

The following sections survive expiration or termination of this Agreement: 'Partner Payment Obligations', 'Proprietary Rights', 'Confidentiality', 'Effects of Termination/Expiration', 'Indemnification', 'Disclaimers; Limitation of Liability', 'Non-Solicitation', and 'General'.