PARTNER PROGRAM AGREEMENT

Last Modified: Dec 1, 2023

This Partner Program Agreement (this “Agreement”) is a contract between you (“Partner”, “you” and “your”) and Email Pulse, Inc. (“Email Pulse”, “we” and “us”). It describes how we will work together and other aspects of our business relationship. By participating in our Partner Program, you are agreeing to these terms.

Definitions

“Active Partner” means that you have (i) an active Email Pulse Account, and (ii) actively work to resell Email Pulse products and/or services.

“Agreement” means this Partner Program Agreement and all materials referred or linked to in here and any materials available on the Email Pulse website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Email Pulse from time to time in its sole discretion.

“Customer Terms of Service” means those terms and conditions located at https://emailpulse.ai/customer-terms-of-service/, as modified from time to time.

“End User” means the authorized actual user of the Email Pulse Products or the party on whose behalf you use the Email Pulse Products.

“End User Data” means all information that End User, or you acting on End User’s behalf, submits or collects via the Email Pulse Products and all materials that End User, or you acting on End User’s behalf, provides or posts, uploads, inputs or submits for public display through the Email Pulse Products.

“Email Pulse Materials” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Email Pulse Products” means both the Subscription Service and Other Products.

“Inactive Partner” means that you do not meet the criteria of an Active Partner (defined above.)

“List Price” means the standard pricing for the Subscription Service. We reserve the right to change such pricing at any time. However, we will not apply any price change to End Users who purchase Subscription Service within ten (10) days after such price change.

“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); however, for the purposes of this Agreement, Other Products also do not include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Partner Program” means our partner program as described in this Agreement.

“Program Policies” means the policies applicable to partners which will be provided, and as modified from time to time.

“Prospect” means a prospective End User.

“Self-Purchase” means a subscription to Email Pulse Product that was purchased by Partner, along with partner training.

“Statement of Work” means a document agreed to by you and Email Pulse, from time to time, that defines project specific activities, deliverables and times for Email Pulse Products provided to a particular End User.

“Subscription Service” means Email Pulse customer experience optimization software and analytics solution that is subscribed to, and developed, operated, and maintained by us, accessible via https://emailpulse.ai, or another designated URL, and add-on products to our software. For the purposes of this Agreement, the Subscription Service does not include our sales software or any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
“We”, “us”, “our”, and “Email Pulse” means Email Pulse, Inc.

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General
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://emailpulse.ai/partner-program-agreement/, as modified from time to time, 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. 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.

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To Email Pulse, Inc.:
Email Pulse, Inc.,
6079 Via Venetia S Delray Beach, FL 33484

Attention: General Counsel

To you:
Notices sent to your partner contact name and the address in the signature section below, and as otherwise provided in subsection (ii) below

(ii) We may give general notices by general electronic notice via the partner portal and may give notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center in the partner portal.

Entire Agreement. This Agreement is the entire agreement between us for 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 the event of any conflict or inconsistency between the provisions of this Agreement and a Statement of Work entered into pursuant this Agreement, such conflict or inconsistency shall be resolved by giving precedence to the provisions in the Statement of Work, but only to that particular Statement of Work. 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 Email Pulse Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Email Pulse 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.
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 merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
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 shall survive the 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’.