Partner Program Agreement

Part A - Applicable Terms

1. Definitions

Unless defined elsewhere in the Agreement, capitalised terms set out in the Agreement are defined as follows:

“Account” means an account within the Better Proposals platform.

“Account Holder” means an individual or business that creates and has access to an Account. For the avoidance of doubt, within the Better Proposals platform, Account Holder is referred to as ‘Primary User’.

“Account Holder Data” means information (including personal information) relating to an Account Holder or any other Users associated with the Account, including but not limited to business, financial and service information and any End Customer Data.

“Better Proposals Creative” means any marketing or promotional materials relating to Better Proposals or Better Proposals brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Better Proposals Trademarks.

“Better Proposals Marketplace” means the Template Marketplace section of the Better Proposals Platform where Customers can select and install Templates to their Account, available at: https://betterproposals.io/templates

“Better Proposals Trademarks” means the trademarks, logos, service marks and trade names of Better Proposals, whether registered or unregistered, including but not limited to the word mark ‘Better Proposals’ and the ‘modular arrow’ logo design.

“Customer” means an individual or business subscribed to a paid plan on the Better Proposals Platform.

“End Customer” means an individual or business who is the intended recipient of document(s) created within an Account.

“End Customer Data” means information (including any personal information) relating to an End Customer, which may include, but is not limited to, document interaction insights, digital signature specifics and basic payment information.

“Partner” or “You” means an individual or entity who has registered for a Partner Account via the Better Proposals Partner application page, has agreed to the terms of this Agreement, been approved by Better Proposals, and participates in the Better Proposals Partner Program to promote the Service via a unique Partner referral link (an “Affiliate Link”) or web pages containing it.

“Partner Account” means a Better Proposals Partner Program account.

“Partner Dashboard” means the administrative dashboard for Partners available at: https://partners.betterproposals.io/login that allows Partners to manage their Partner Account.

“Partner Program” means the resources made available by Better Proposals to Partners and includes the ‘Revenue Sharing Plans’ listed in Part B, to the extent that Partner is invited to participate in those plans.

“Payment Period” has the meaning as set out in Section 3.2.

“Referred Customer” means a Customer that has registered for a paid Better Proposals account via the Affiliate Link of a Partner.

“Referred Lead” means an Account Holder that has registered for a Better Proposals account via the Affiliate Link of a Partner, but is still within their free trial period.

“Revenue Generating Activity” means a revenue generating activity carried out by Partner, as determined by Better Proposals.

“Service” means the Better Proposals platform available via https://betterproposals.io/ and any associated websites, products or services offered by Better Proposals.

“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonised or other taxes, fees or charges now in force or enacted in the future.

“Template” means a design layout, created by Account Holder or associated User(s), or added to an Account from the Better Proposals Marketplace or as part of the Custom Template Design Service.

“User” means someone permitted access to an Account.

“Website” means any website used by Partner for activities pursuant to this Agreement.

2. Partner Responsibilities

2.1. Marketing Activities

1. Partner will use their best efforts to promote and market Better Proposals;
2. Partner may promote and market Better Proposals by any method that does not:
   1. violate the ‘Unauthorised and Prohibited Activities’ listed within this Agreement
   2. compete with Better Proposals own marketing efforts (determined by a common-sense approach, unless otherwise specified in this Agreement)
3. Partner will bear all costs and expenses related to Partner’s marketing or promotion of Better Proposals and, as applicable, any other Better Proposals related products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Better Proposals, in its sole discretion.
4. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may send emails regarding the offering of Better Proposals to the individuals on the Opt-in List. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.

2.2. Unauthorised and Prohibited Activities

1. Partner will not:
   1. use ‘Google Ads’ to purchase keywords or run any pay-per-click (or similar) campaign in conducting Partner Marketing Activities;
   2. directly place its Affiliate Link in any pay-per-click (or similar) advertising, on any platform;
   3. purchase search engine or other pay-per-click keywords, trademarks or domain names that use the Better Proposals Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Better Proposals Trademarks;
   4. use or encourage any means of delivering fraudulent traffic, including but not limited to the use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
   5. use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Better Proposals;
   6. mask its referral sites or use deceptive redirecting links;
   7. make any false, misleading or disparaging representations or statements with respect to Better Proposals;
   8. copy, resemble or mirror the look and feel of Better Proposals’s website(s), Better Proposals Trademarks or Services or otherwise misrepresent Partner’s affiliation with Better Proposals;
   9. engage in any practices which may adversely affect the credibility or reputation of Better Proposals, including but not limited to using any Website in any manner, or having any content on any Website, that (i) uses aggressive or low-quality marketing, including marketing services that are unrelated to Better Proposals or the Partner’s services, (ii) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (iii) violates any intellectual property or other proprietary rights of any third party.
2. Where a Partner has a list of emails and/or intends to use email as a promotional tool, Partner will:
   1. ensure any recipients listed have expressly elected to receive emails from Partner;
   2. not send email regarding Better Proposals to any individual or entity that they do not, in good conscience, consider to be suitable for the Service;
   3. always include Partner’s contact information and “unsubscribe” information in any email regarding Better Proposals, or the Service and;
   4. not imply that such emails are being sent on behalf of Better Proposals.
   5. comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”
3. A Referred Customer cannot be an Account opened or owned by a Partner for which that Partner seeks compensation pursuant to the “Revenue Sharing Plans” defined in this Agreement, unless a prospective Referred Customer expressly permits (in writing) for the Partner to own or open an Account on their behalf. A Partner will be deemed to only have introduced Referred Customers that:
   1. sign-up to the Service from the Partner’s Affiliate Link (assigned by Better Proposals) within a 90 day period (the “Tracking Period”); or
   2. have given express permission to the Partner to open or own an Account on behalf of a Referred Customer; or
   3. are manually added to the respective Partner’s Partner Dashboard, by a representative of Better Proposals, in instances where an error tracking a referral has been communicated to Better Proposals by the Partner (via email), been investigated and, at the sole discretion of Better Proposals, deemed to have occurred and warrant correction.
   4. For Partners earning additional Revenue with the ‘Template Plan’, they are not permitted to duplicate or resell a custom Template used for one Referred Customer to another Referred Customer or outside the Better Proposals Platform.
4. For Partners earning additional Revenue with the ‘Template Plan’, they are not permitted to duplicate or resell a custom Template used for one Referred Customer to another Referred Customer or outside the Better Proposals Platform.

2.3. Compliance with Laws

1. In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licences required in order for Partner to operate and offer the Service or related services associated with Partner’s participation in the Better Proposals Partner Program.
2. Partner represents and warrants that neither the Partner, Partner subsidiaries, or any director or officer thereof, is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by Her Majesty’s Treasury, the European Union, the U.S. Department of the Treasury’s Office of Foreign Asset Control, the U.S. State Department, the United Nations Security Council (collectively, “Sanctions”), or (ii) located, organised or resident in a country or territory that is the subject of comprehensive territorial Sanctions.

2.4. FTC Compliance

1. In the United States, the Federal Trade Commission (“FTC”) has guidelines for governing endorsements and testimonials. These guidelines are designed to increase transparency between endorsers and consumers. As a member of the Partner Program, Partner receives compensation for Referred Customer referrals made to Better Proposals. This may establish a “material connection” according to FTC, which creates an obligation for Partner to provide disclosure to consumers.
2. Full compliance with these guidelines requires, among other things, that:
   1. Partner clearly and conspicuously disclose that Partner is being compensated for referring Referred Merchants to Better Proposals;
   2. Partner not engage in misleading or deceptive advertising;
3. if Partner resides within the United States or is seeking to target an audience within the United States, Partner should ensure that it follows all FTC requirements that apply to Partner and its activities as a Partner with the Partner Program.

2.5. Partner Duty to Inform

Partner will promptly inform Better Proposals of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Better Proposals by any third party.

2.6. Other Partner Terms

1. If the Partner is an individual, they must be (i) at least 18 years of age, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
2. To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Better Proposals may reject an application for a Partner Account for any reason, at its sole discretion. Partner acknowledges that Better Proposals will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Better Proposals cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
3. If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement.
   Each Partner is responsible for:
   1. ensuring that its employees, agents and subcontractors comply with this Agreement and;
   2. any breach of this Agreement by Partner’s employees, agents or subcontractors.
4. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
5. Partner acknowledges and agrees that Partner may only access a Referred Lead or Referred Customer Account if permitted by the Referral Lead or Referred Customer, with login credentials provided by the Referral Lead or Referred Customer. Partner is responsible for keeping these login credentials secure. Better Proposals cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Referral Lead or Referred Customer Account and password.
6. Partner acknowledges and agrees that Better Proposals may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement at https://betterproposals.io/partners/terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Better Proposals will provide reasonable notice by email. Partner’s continued participation in the Better Proposals Partner Program after the amended Partner Program Agreement is posted to Better Proposals’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Better Proposals Partner Program.
7. Partner acknowledges and agrees that Partner’s participation in the Better Proposals Partner Program, including information transmitted to or stored by Better Proposals, is governed by the Better Proposals Privacy Policy found at https://betterproposals.io/about/privacy

3. Fees and Payments

3.1. Revenue Sharing Plans

Subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner will be entitled to receive certain fees from Better Proposals (the “Fees”).

The revenue sharing plans applicable to Partners are:

1. the “Affiliate Plan”
2. the “Added Affiliate Plan”
3. the “Template Plan”

The details of each plan are set out in Part B.

3.2. Payment

1. Fees due to Partner under the Affiliate Plan and Added Affiliate Plan will be calculated by Better Proposals once per month upon receipt of payment from the Referred Customer, for each month that the Referred Customer Account is active, provided that Partner has carried out at least one (1) Revenue Generating Activity in the immediately preceding 12-month period (as set out in Part B, Section 1.3 and Section 2.6).
2. Fees due to Partner under the Template Plan will be calculated by Better Proposals upon receipt of both:
   1. payment from the Referred Customer for the applicable custom Template development and;
   2. signed approval of the final custom Template design.
3. Better Proposals distributes Fees owing to its Partners once per calendar month (each such period, a “Payment Period”) one month in arrears plus one (1) day. The Payment Period occurs on the 1st of each month. Where the Fees owing to Partner are greater than USD $20 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $20 at the end of any Payment Period, Better Proposals will be entitled to withhold payment of Fees until the end of the next Payment Period, in which the balance of unpaid Fees owing to Partner from any previous Payment Period, and Fees owing to Partner under the current Payment Period, are USD $20 or more.
4. Partners are responsible for all applicable Taxes that arise from, or as a result of, any activities under this Agreement or with respect to Partner dealings with a Referred Customer. Partner is also responsible for determining if Taxes are payable on such transactions and filing Taxes with the appropriate tax authorities, if applicable.

3.3. Additional Payment Information

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by Better Proposals during the period of investigation. Better Proposals may also withhold payment if Partner fails to provide Better Proposals with information that is required to make payment.
2. Notwithstanding anything to the contrary in this Agreement, Better Proposals will not be responsible to pay any Fees:
   1. related to amounts that have been refunded to Referred Customers by Better Proposals;
   2. for a Referred Customer created or owned in whole or in part by a Partner (unless Referred Customer has expressly provided written permission for a Partner to do so on their behalf);
   3. related to fraudulent sales;
   4. related to revenues that have been subject to chargebacks;
   5. to Partners who are employed by the Referred Customer to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).
3. If any Fees paid by Better Proposals is subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Better Proposals will have the right, at its sole discretion, to:
   1. reclaim any Fees paid to Partner in error; or
   2. set-off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Better Proposals, Partner will pay to Better Proposals the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
4. Better Proposals reserves the right to modify the Fees or payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email. In the event of any disputes over Fees, Better Proposals’s determination will be final and binding.

4. Termination

4.1. Termination

1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
2. Fraudulent or other unacceptable behaviour by Partner, as determined by Better Proposals in its sole discretion, may result in one or more of the following actions being taken by Better Proposals:
   1. a formal warning to cease the unacceptable behaviour;
   2. termination of Partner’s affiliation with Referred Customers;
   3. termination of the Partner Account entirely without notice to, or recourse for, Partner.
3. Better Proposals reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Better Proposals will provide reasonable notice by email.

4.2. Consequences of Termination

1. Upon termination of this Agreement:
   1. Partner will return or destroy all Better Proposals Creative and all Confidential Information (as defined below);
   2. Partner will immediately cease displaying any Better Proposals Creative or any Better Proposals Trademarks on any Website or otherwise that would indicate they are a Partner;
   3. all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Dashboard or to receive any payments of Fees under this Agreement, unless otherwise determined by Better Proposals in its sole discretion.

2. This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:

   PART A: Section 1 (Definitions), Section 5.4 (Proprietary Rights of Better Proposals), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)

   In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

5. Intellectual Property Rights

5.1. Better Proposals Creative

1. All Better Proposals Creative will be solely created and provided by Better Proposals unless otherwise agreed to by Better Proposals in writing in advance. Better Proposals will provide Partner with access to Better Proposals Creative via the ‘Assets’ section of the Partner Dashboard and/or from Partner-specific web-pages. Better Proposals may also provide access to the Better Proposals branding and accompanying guidelines (“Better Proposals Trademark Usage Guidelines”). By using Better Proposals Creative, you indicate your acceptance of our Better Proposals Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your licence or permission to use Better Proposals Creative. Better Proposals Creative is provided “as is” and without warranty of any kind.
2. Partner may display Better Proposals Creative on Websites solely for the purpose of marketing and promoting the Service permitted by Better Proposals during the term of this Agreement, or until such time as Better Proposals may, upon reasonable prior notice, instruct Partner to cease displaying Better Proposals Creative.
3. Partner may not alter, amend, adapt or translate Better Proposals Creative without Better Proposals’s prior written consent. Nothing contained in any Better Proposals Creative will in any way be deemed a representation or warranty of Better Proposals. Better Proposals Creative will at all times be the sole and exclusive property of Better Proposals and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorised by Better Proposals to make changes or modifications to Better Proposals Creative.

5.2. Better Proposals Trademarks

During the term of this Agreement, Better Proposals hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable licence to display the Better Proposals Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that:

1. it will use Better Proposals Trademarks only as permitted under this Agreement;
2. it will use the Better Proposals Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Better Proposals in writing from time to time, including but not limited to the Better Proposals Trademark Usage Guidelines;
3. the Better Proposals Trademarks are and will remain the sole property of Better Proposals;
4. nothing in this Agreement will confer in Partner any right of ownership in the Better Proposals Trademarks and all use thereof by Partner will inure to the benefit of Better Proposals;
5. Partner will not, now or in the future, apply for or contest the validity of any Better Proposals Trademarks;
6. Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Better Proposals Trademarks.

5.3. Restrictions on Partner’s Use of the Better Proposals Trademarks

Notwithstanding Section 5.2, Partners will not:

1. use the Better Proposals Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Template), unless granted express written permission by Better Proposals in advance of each use; or
2. purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Better Proposals Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Better Proposals Trademarks.

5.4. Proprietary Rights of Better Proposals

As between Partner and Better Proposals, Better Proposals Creative, Better Proposals Trademarks, all demographic and other information relating to Referred Leads, Referred Customers, prospective Partners and Partners, the Service, Account Holder Data, End Customer Data, Partner data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Better Proposals or otherwise related to the Service, Better Proposals Partner Program, Better Proposals, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Better Proposals Property”) will be and remain the sole and exclusive property of Better Proposals. To the extent, if any, that ownership of any Better Proposals Property does not automatically vest in Better Proposals by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Better Proposals, upon the creation thereof, all rights, title and interest Partner may have in and to such Better Proposals Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5.5. Better Proposals’ Use of Partner’s Intellectual Property

Partner grants to Better Proposals a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and licence to use and display in any manner the Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Better Proposals's discretion, Better Proposals may use any such intellectual property for the purposes of promoting or marketing Partner, Partner's products or services, or as otherwise agreed to with Partner.

6. Confidentiality

1. “Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Better Proposals and Partner, Account Holder Data and End Customer Data is the Confidential Information of Better Proposals.
2. Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove:
   1. was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information
   2. is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or
   3. is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. Disclaimer of Warranty

Better Proposals Partner Program, the Service, Better Proposals Trademarks and Better Proposals Creative are provided “as-is”. Better Proposals makes no warranties under this Agreement, and Better Proposals expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Better Proposals further disclaims all representations and warranties, express or implied, that the Service, the Better Proposals Trademarks, the Better Proposals Creative satisfy all of Partner’s or Referred Lead or Referred Customer requirements and or will be uninterrupted, error-free or free from harmful components.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

Better Proposals will have no liability with respect to Better Proposals Partner Program, the Service, Better Proposals Trademarks, Better Proposals Creative or Better Proposals’ obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, Better Proposals Trademarks, Better Proposals Creative, or Partner’s participation or inability to participate in the Better Proposals Partner Program, even if Better Proposals has been advised of the possibility of such damages. In any event, Better Proposals liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Better Proposals during the twelve (12) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between Referred Lead or Referred Customer and the Partner is strictly between Referred Lead or Referred Customer and the Partner, and Better Proposals is not obligated to intervene in any dispute arising between Referred Lead or Referred Customer and the Partner. Under no circumstances will Better Proposals be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Referred Lead or Referred Customer. These limitations will apply even if Better Proposals have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Better Proposals and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable solicitors’ fees (collectively, “Claims”), to the extent that such claim is based upon or arises out of:

1. Partner’s breach of any representation, warranty, obligation or covenant under this Agreement;
2. Partner’s gross negligence or wilful misconduct;
3. any warranty, condition, representation, indemnity or guarantee relating to Better Proposals granted by Partner to any Referred Lead or Referred Customer, prospective Partner or other third party;
4. Partner’s breach of any term of this Agreement (including any documents it incorporates by reference)
5. any third party claim that Partner’s products or services, including without limitation any Template, infringes the intellectual property or other rights of a third party;
6. Partner Taxes, including any audits or penalties related thereto;
7. the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Template;
8. Partner’s relationship with any Referred Lead or Referred Customer; and
9. any breach of applicable law by the Partner.

8.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defence if it so chooses, provided that Partner will control such defence and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 or 6 above, in addition to all other rights and remedies available to Better Proposals under this Agreement and under applicable law, Better Proposals will have the right to:

1. immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security;
2. immediately terminate this Agreement and Partner’s access to the Partner Program;
3. receive a prompt refund of all amounts paid to Partner under this Agreement; and
4. be indemnified for any losses, damages or liability incurred by Better Proposals in connection with such violation, in accordance with the provisions of this Section 8.

9. General provisions

9.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a licence required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

9.2. Independent Contractors

The Parties to this Agreement are independent contractors. Unless otherwise expressly stated in this Agreement, Better Proposals is in no way an agent, representative or related entity of the Partner. Neither Better Proposals nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorises Better Proposals to act on its behalf in this Agreement. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

9.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

9.4. Notice

Any notice, approval, request, authorisation, direction or other communication under this Agreement will be given in writing, and will be deemed to have been delivered and given for all purposes by:

1. email to Partner’s email address listed in the Partner Account; and
2. in the case of Partner to Better Proposals, by email to support@betterproposals.io or by email to a representative of Better Proposals.

9.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

9.6. Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement, written or implied). Neither Better Proposals nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.

9.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Better Proposals will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Better Proposals’s prior written consent, to be given or withheld in Better Proposals’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Better Proposals’s consent to assignment or transfer, contact support@betterproposals.io

9.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of England, UK, applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of England, UK, with respect to any dispute or claim arising out of or in connection with this Agreement.

9.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Better Proposals or Better Proposals services.

9.10. Competitive or Similar Materials

Better Proposals is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Template, regardless of their similarity to Partner’s products or services, provided that Better Proposals does not use Partner’s Confidential Information in so doing.

9.11. Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Better Proposals concerning the Partner Program, Better Proposals Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to Better Proposals all right, title, and interest in and to the Feedback, and Better Proposals is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, Better Proposals Creative or the Service and to create other products and services. Better Proposals will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

9.12. Beta Services

From time to time, Better Proposals may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Better Proposals will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Better Proposals and subject to the confidentiality provisions of this Agreement. Better Proposals makes no representations or warranties that the Beta Services will function. Better Proposals may discontinue the Beta Services at any time in its sole discretion. Better Proposals will have no liability for any harm or damage arising out of or in connection with a Beta Service.

9.13. Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.14. Industry Standards

Partner’s networks, operating system and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Dashboard. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

In addition, if Partner has access to Account Holder Data or End Customer Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Referred Lead or Referred Customer to whom the Account Holder Data or End Customer Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with the End Customer directly or indirectly, provided however that Partner may contact the End Customer if the information is obtained from another source, such as from the End Customer themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Referred Lead or Referred Customer to whom the Referred Lead or Referred Customer Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify Better Proposals of any actual or suspected breach or compromise of Account Holder Data or End Customer Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to Better Proposals Support Team via email at support@betterproposals.io. Upon learning of the Data Breach, at its own cost, Partner will:

1. promptly remedy the Data Breach to prevent any further loss of Account Holder Data or End Customer Data;
2. investigate the incident;
3. take reasonable actions to mitigate any future anticipated harm to Better Proposals, Referred Leads, Referred Customers or End Customers; and
4. regularly communicate the progress of its investigation to Better Proposals and cooperate to provide Better Proposals with any additional requested information in a timely manner.

9.15. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.