Terms of Service for Partnerhub®

THESE TERMS OF SERVICE GOVERN THE ACCESS AND USE OF THE PARTNERHUB® ONLINE PLATFORM USED TO MANAGE AND PARTICIPATE IN A DISTRIBUTION CHANNEL PROGRAM AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY PARTNERHUB® (COLLECTIVELY, THE “PLATFORM”). BY ACCESSING OR USING THE PLATFORM, YOU, EITHER AS AN INDIVIDUAL, OR IF YOU REPRESENT AN ENTITY, THEN THAT ENTITY (“YOU”) ACCEPT AND AGREE AS FOLLOWS:

(A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF OR THE ENTITY YOU REPRESENT TO THESE TERMS OF SERVICE AND THAT YOU OR THE ENTITY THAT YOU REPRESENT INTEND TO BE LEGALLY BOUND BY THESE TERMS AND

(B) YOU OR THE ENTITY YOU REPRESENT UNDERSTAND AND AGREE TO COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME BY PARTNERHUB®, IN ITS SOLE DISCRETION. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, THEN YOU MUST NOT USE THE PLATFORM. YOU ARE A “VENDOR” IF YOU USE THE PLATFORM TO CREATE AND MANAGE A DISTRIBUTION CHANNEL PROGRAM. YOU ARE A “PARTNER” IF YOU USE THE PLATFORM TO PARTICIPATE IN A DISTRIBUTION CHANNEL PROGRAM, WHETHER FOR ONE OR MULTIPLE VENDORS. VENDORS AND PARTNERS ARE REFERRED TO COLLECTIVELY AS “USERS”.

1. Changes to these Terms of Service and Platform Partnerhub reserves the right to update these Terms of Service at any time, in its sole discretion. Any updates will be posted on the Partnerhub website. Your continued use of the Platform will indicate Your acceptance of such updates. It is Your responsibility to review these Terms of Service regularly for any changes. Partnerhub reserves the right to update and change any information, material or content of the Platform (including, without limitation, any details, features, functionality, content and appearance of the Platform) at any time, and from time to time, without notice.

2. Account Registration You are required to register for an account in order to use the Platform (a “User Account”). Once registered, You and each person that You designate as part of Your User Account will be issued with a username and password login credentials (each, a “User ID”). It is the responsibility of each User to keep his or her User ID confidential and secure. Do not disclose or share Your User ID. You are responsible for all acts, omissions and content carried out under Your User ID.

3. Your Use of the Platform You agree that the purpose of the Platform is as follows (collectively, the “Permitted Use”):

(A) for Vendors to build, manage and grow their channel program, make information about the Vendor and it’s channel program available to Partners and potential partners on the Platform,

(B) for Partners to search, view, learn and participate in one or more channel programs, and

(C) to facilitate communications between Vendors and Partners in regards to a Vendor’s channel program. You agree that all information supplied by You will be true, current, accurate and complete and that all communications and actions through the Platform are made with a view of furthering the purpose of the Platform. By accessing the Platform, You agree to use the Platform in compliance with these Terms of Service, including, without limitation, complying with the Permitted Use and complying with the restrictions on use identified below in Section 4, Prohibited Use. By accessing the Platform, You grant to Partnerhub a perpetual, irrevocable, royalty-free, fully paid-up, and worldwide license to access, collect, store, disclose and use any data, information, records and files that:

(i) You load, transmit or enter into the Platform, and

(ii) we collect from Vendors and other third-parties about You, in either case, solely for the purposes of providing and developing the Platform.

4. No Prohibited Use You will not use the Platform for purposes other than the Permitted Use. Without limiting the generality of the foregoing, You will not engage in any of the following (collectively, the “Prohibited Use”):

(a) “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non--commercial website;

(b) access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process;

(c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(d) take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose;

(f) remove any watermarks, labels or other legal or proprietary notices within the Platform;

(g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform;

(h) use the Platform as part of any service for sharing, lending or multi-person use;

(i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform;

(k) create adaptations, translations, or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform; (l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or

(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws. You shall promptly report any known or suspected activity which is or may be a Prohibited Use.

5. Suspension and Termination Partnerhub reserves the right to temporarily or permanently suspend Your access to the Platform, at any time, in its sole discretion and without notice, for violation or suspected violation of these Terms of Service. In addition, Partnerhub may terminate Your User Account with 30 days prior written notice at the current email address on file with Partnerhub or through the Platform. You may terminate Your User Account with 30 days prior written notice by email to Partnerhub or through the Platform. Upon termination of Your User Account, You will not be able to access or use the Platform and Partnerhub may delete all information within Your User Account.

6. Ownership of Platform Partnerhub expressly reserves all rights in the Platform. You acknowledge that all right, title and interest in the Platform, all information, material, or content provided by Partnerhub related to the Platform or contained within the Platform, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Partnerhub and its licensors.

7. Privacy Policy; Privacy Warranty The Partnerhub Privacy Policy contains important information about Partnerhub’s practices in collecting, storing, using and disclosing personal information. The Partnerhub Privacy Policy is available at https://Partnerhub.com/policies and it is incorporated by reference into these Terms of Service. You represent and warrant that:

(i) You will at all times comply with all applicable laws (including, without limitation, all applicable privacy laws); and

(ii) none of the information, material, or content that You enter into the Platform will contain information about an identifiable individual or information that is otherwise subject to applicable privacy laws, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) or equivalent provincial, state, or regional legislation or regulation (“Personal Information”), except for Personal Information in respect of which You have obtained all applicable third party consents, authorizations and permissions, and have made all applicable third party disclosures, in each case if and as required by applicable laws regarding the collection, storage, use, disclosure and transmission of such Personal Information.

8. Third Party Websites The Platform may provide links to third party websites. Partnerhub does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under Partnerhub's control, and if You choose to access any such website, You do so entirely at Your own risk.

9. Third Party Software and Services The Platform may provide links and access to third party software and services. The use of any such third party software and services are governed by the terms of the third party provider and are binding on User. Partnerhub does not provide any warranties, and has no liability or obligations to the User, with respect to third party software and services. For a copy of the applicable terms of service between such third party and User, please submit your request to legal@Partnerhub.com.

10. Viruses and Malicious Software Partnerhub maintains industry standard security controls (e.g. anti-virus, firewalls, etc) to protect the Platform from causing harm, however, Partnerhub cannot and does not guarantee or warrant that the Platform is compatible with any computer system or that the Platform, or any links from the Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of Your computer system.

11. Communications Not Confidential Partnerhub does not guarantee the confidentiality of any communications made by or to You through the Platform. Although Partnerhub adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, You agree and acknowledge that Partnerhub canot and does not guarantee the security of data transmitted over the Internet or public networks in connection with Your use of the Platform.

12. Vendor Channel Program Vendors will provide information about their channel program on the Platform, which generally includes a description of the channel program, payment terms, the commission schedule, and other terms and conditions. Partners who wish to participate in a channel program will communicate directly with a Vendor through the Platform and will be asked to enter into an agreement documenting the terms and the conditions of that Vendor’s channel program (the “Channel Program Agreement”). You agree and acknowledge that:

(i) Partnerhub is not a party to the Channel Program Agreement;

(ii) Partnerhub is simply facilitating the channel program communications between Vendor and Partner;

(iii) Partnerhub is in no way responsible for the actions or omissions of any Vendor and any Partner;

(iv) the terms and conditions of each channel program and Channel Program Agreement are determined by the relevant Vendor; and

(v) Partnerhub makes no representations or warranties of any kind with respect to any Vendor, any channel program, any Channel Program Agreement and any Partner. 13. Disclaimers GENERAL DISCLAIMER. USE OF THE PLATFORM IS AT USER’S OWN RISK. THE PLATFORM IS PROVIDED "AS IS" AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Partnerhub DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON--INFRINGEMENT, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM, OR THAT THE PLATFORM IS OR WILL BE ERROR--FREE OR WILL OPERATE WITHOUT INTERRUPTION. DISCLAIMER OF VENDOR. VENDORS ARE INDEPENDENT PERSONS AND NOT PARTNERS, AGENTS OR EMPLOYEES OF Partnerhub. Partnerhub IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY VENDOR OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CHANNEL PROGRAM, ANY CHANNEL PROGRAM AGREEMENT AND ANY VENDOR. DISCLAIMER OF PARTNER. PARTNERS ARE INDEPENDENT PERSONS AND NOT PARTNERS, AGENTS OR EMPLOYEES OF Partnerhub. Partnerhub IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY PARTNER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CHANNEL PROGRAM, ANY CHANNEL PROGRAM AGREEMENT AND ANY PARTNER. 14. Limitation of Liability EXCLUSIONS. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE OR ANY OTHER AGREEMENT BETWEEN YOU AND Partnerhub, IN NO EVENT WILL Partnerhub OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU, WHETHER AS A VENDOR OR A PARTNER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE OR LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT Partnerhub IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, ANY CHANNEL PROGRAM OR ANY CHANNEL PROGRAM AGREEMENT. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE OR ANY OTHER AGREEMENT BETWEEN YOU AND Partnerhub, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Partnerhub OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, ANY CHANNEL PROGRAM, ANY CHANNEL PROGRAM AGREEMENT, OR YOUR USE, OR INABILITY TO MAKE USE OF, THE PLATFORM, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO ANY CHANNEL PROGRAM AND ANY CHANNEL PROGRAM AGREEMENT EXCEED (A) IF YOU ARE A VENDOR, ALL SUBSCRIPTION FEES PAID BY YOU TO Partnerhub IN THE PRECEDING SIX (6) MONTHS AND (B) IF YOU ARE A PARTNER, $100CDN. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

15. Indemnification You will defend, indemnify and hold harmless Partnerhub and all of its officers, directors, affiliates, partners, employees, agents, successors, and assigns from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses, (including but not limited to reasonable legal and accounting fees), claimed against Partnerhub by third parties relating to: Any breach of any of Your warranties, representations or obligations under these Terms of Service or any documents referenced herein; Any violation of any applicable law (including, without limitation, any privacy law) and the rights of a third party (including, without limitation, privacy or intellectual property rights); and Any breach of or failure to perform under any Channel Program Agreement or any misrepresentation made by You or anyone acting on your behalf in connection with any Channel Program Agreement.

16. Geographic Limitations of the Platform Not all of the Vendors and services listed on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law.

17. Governing Law and Jurisdiction These Terms of Service will be governed by the laws of the State of Delaware and Illinois and the federal laws of the United States applicable therein. These laws apply to Your access and use of the Platform, notwithstanding the location of Your domicile, residency or physical location. The Platform is intended for use only in jurisdictions where it may lawfully be offered for use. Except as restricted by applicable law, You consent to the exclusive jurisdiction and venue of the courts in Chicago, Illinois in all disputes arising out of or relating to the use of the Platform.

18. Vendor SaaS Agreement Vendors are also party to a Software as a Service Agreement with Partnerhub (the “SaaS Agreement”). These Terms of Service are incorporated by reference into the SaaS Agreement. Where Vendor has negotiated and executed a SaaS Agreement, any terms or conditions in these Terms of Service which are inconsistent with the SaaS Agreement shall not apply. For instance, any negotiated limitations of liability or governing law provisions in the SaaS Agreement shall apply to and supercede the limitations of liability and governing law provisions, respectively, in these Terms of Service.

19. General Provisions These Terms of Service constitute the entire agreement between Partnerhub and You pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Partnerhub; provided, however, if You are a Vendor, You are also subject to the SaaS Agreement. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.

Software as a Service Agreement (SOW for our paying users)

Effective upon your access and use of the Partnerhub® Platform (as defined below), you or the organization you represent (“Partnerhub® User”) agree with Partnerprograms Inc. (operator and owner of “Partnerhub®”) that you have read, understood and accepted all the terms and conditions set forth below and that Partnerhub® User agrees to abide by them as of the first date of Partnerhub® User’s access and use of the Partnerhub® Platform (the “Effective Date”).

​This Agreement, together with the applicable Terms of Service, and Order Form(s) sets forth the terms under which Partnerhub® will make its Platform and Services available to Partnerhub® User This Agreement includes the terms set forth in any applicable statements of work or Order Forms that reference this Agreement as well as the Partnerhub® Terms of Service.

Section 1. DEFINITIONS

All capitalized terms used herein shall have the meanings set forth in this Section 1: “Change Request” means a requested change to the Partnerhub® Platform, out of scope of the services identified in this Agreement, made by Partnerhub® User to Partnerhub®. “Partnerhub® User Data” means collectively, all data, information and other materials (such as user profiles, configurations, preferences, registration data, and logs) furnished by or on behalf of Partnerhub® User including by Partnerhub® User Users or furnished by Partners in the course of participating in Partnerhub® User Partner Programs. “Partnerhub® User Provided Data” means all data collected and/or provided by Partnerhub® User (including through Partnerhub® User’s website or CRM) or from Partners participating in Partnerhub® User Partner Programs which use the Partnerhub® Platform and tools (such as referral links, lead forms). “Partnerhub® User Customers” means customers which purchase or consume Partnerhub® User’s products and services. “Partnerhub® User Users” means employees, contractors, consultants, suppliers, agents, auditors, legal counsel, and other representatives of Partnerhub® User who obtain and use provided log-in credentials to access the Partnerhub® Platform. “Fees” means costs payable by Partnerhub® User for the platform at the tier you Partnerhub® User signed up under. “Intellectual Property Rights” mean any and all intellectual property rights including copyrights, patent rights, trademark rights and any other intellectual property right anywhere in the world, whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection; “Partnerhub® Platform” means the proprietary Software as a Service Platform offered by Partnerhub® through which Partnerhub® User may manage its partner program(s) to enable Partnerhub® User’s partners to market, refer or sell Partnerhub® User’s product(s). The Partnerhub® Platform may only be used by Partnerhub® User (i) to build, manage, and grow its Partnerhub® User Partner Programs; (ii) provide information about Partnerhub® User Partner Programs including, if applicable, details about Partnerhub® User’s products or services; and (iii) communicate with potential Partners about entering into a Partnerhub® User Partner Program with Partnerhub® User. “Partnerhub® User” or “Partner” means any third-party user of the Partnerhub® Platform that obtains login credentials on behalf of a Partnerhub® User partner, reseller, influencer, community member or affiliate or who uses the Partnerhub® Platform to participate in any Partnerhub® User Partner Program. “Services” means all use of the Partnerhub® Platform as described herein or as described in any Order Form . “Order Form” means the form describing the Tier of Partnerhub® User is subscribing to from Partnerhub® and all associated fees due and payable pursuant to this Agreement.

Section 2. SCOPE

2.1 Scope of Services.

Subject to Partnerhub® User’s compliance with the terms and conditions of this Agreement, Partnerhub® will grant Partnerhub® User a non-exclusive, non-transferable license to the Services and the Partnerhub® Platform during the Term. Partnerhub® User acknowledges and agrees the use of the Partnerhub® Platform and the Services may require Partnerhub® User to complete and maintain the necessary technical integration with the Partnerhub® Platform according to the instructions on the Partnerhub® website (https://Partnerhub.app/) through the installation, configuration, and use of the Partnerhub® integrations (https://www.partnerhub.app/documentation). Said integration is an express condition of Partnerhub® providing the Partnerhub® Platform and the Services. Partnerhub® may, from time to time and in its discretion, update and modify the Partnerhub® Platform during the Term provided that said updates and modifications do not result in materially diminished functionality to Partnerhub® User.

2.2 Restrictions on Use.

Partnerhub® User agrees that it shall not permit or enable others to: (a) alter, modify, adapt, create derivative works based on, translate, deface, or reverse engineer, decompile or disassemble the Partnerhub® Platform or any of the Services; (b) use any aspect of the Services to create, market or distribute any product or service that is competitive with the Services or illegal; (c) transfer, sell, lease, license, sublicense, distribute, disclose or make available or permit use of or access to the Partnerhub® Platform or any of the Services to any other person; (d) use any aspect of the Service in a manner that violates the Partnerhub® Terms of Service located here: https://www.partnerhub.app/Terms-of-Service; or (e) use the Partnerhub® Platform and Services to create and manage Partner Programs for any products and services not offered by Partnerhub® User.

2.3 Data Ownership.

Partnerhub® User shall retain all ownership and Intellectual Property Rights in and to Partnerhub® User Data. As between Partnerhub® User and Partnerhub®, Partnerhub® User shall retain all ownership of Partnerhub® User Provided Data. During the Term, Partnerhub® User grants to Partnerhub® a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit Partnerhub® User Data and Partnerhub® User Customer Data to: (i) provide the Services and Partnerhub® Platform; (ii) improve and enhance the Services, the Partnerhub® Platform and its other offerings; and (iii) produce data, information or other materials that cannot be identified as relating to a particular individual or company (such data, information and materials, the “Anonymized Partnerhub® User Data”). Partnerhub® may use, process, store, disclose and transmit the Anonymized Partnerhub® User Data for any purpose and without restriction or obligation to Partnerhub® User of any kind provided that said Anonymized Partnerhub® User Data or Partnerhub® User Customer Data cannot be associated in any way with Partnerhub® User or Partnerhub® User’s customers.

2.4 Terms of Service for Users. ‍

All Partners must create user accounts to access the Partnerhub® Platform and accept Partnerhub®’s terms of service and privacy policy to receive log-in credentials. Partners may participate in any partner programs on the Partnerhub® Platform in addition to Partnerhub® User Partner Programs. Partnerhub® User is responsible for its Partnerhub® User User’s compliance with the then-current version of the Terms of Service located at and all https://www.partnerhub.app/Terms-of-Service Partnerhub® User Users must accept the Terms of Service as a condition of accessing the Partnerhub® Platform. Section

3. TERM; TERMINATION

3.1 Term. ‍This Agreement will commence on the date of upgrade. The “Initial Term” will automatically renew for successive one year or month-to-month terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless Partnerhub® User cancels from their dashboard, or Partnerhub® believes their is a “material breach” of terms:

3.2 Termination for Cause.

In addition to any other available rights and remedies, either Party may immediately terminate this Agreement in the event of material breach by the other Party of its obligations hereunder, including any of the representations, warranties and covenants hereunder, if such breach is not cured within thirty (30) days of written notification by the non-breaching Party of such breach. In addition, either Party may terminate this Agreement immediately upon written notice to the other if such other Party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other Party’s consent or if the other Party becomes insolvent and cannot pay its debts when they are due. 3.3 Effect of Termination.

Partnerhub® will always have a free tier for Partnerhub® User to downgrade to at any time, without losing access to your partnerships data, referrals, activity, and free features. Upon downgrading from Partnerhub® Pro (or other paid tier), (i) the features of that tier provided to Partnerhub® User will cease at the end of the pre-paid term; (ii) Partnerhub® shall no longer bill at that tier; (iii) at any time, Partnerhub® User can re-activate a paid tier from inside their dashboard.

Section 4. CHANGES

4.1 Change Requests. ‍Partnerhub® is a developing SaaS platform and this agreement does not include any promises of customization to Partnerhub® Users’ account features. Our roadmap, and dedication to our entire user-base, is assumed to be satisfactory prior to joining our platform.

Section 5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Mutual. ‍Each Party represents and warrants that (i) the execution and delivery of this Agreement will not breach any contractual duty it has to a third party; and (ii) it has and will have full and sufficient right, title or authority to enter into and perform its obligations under this Agreement; and (iii) they will perform their obligations under this Agreement in full compliance with applicable law.

5.2 DISCLAIMER. ‍EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, Partnerhub® MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY NATURE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RESPECT OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS RESPECTING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ARISING BY STATUTE, OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, Partnerhub® DOES NOT WARRANT THAT THE PROVISION OF THE SERVICES TO Partnerhub® User WILL BE UNINTERRUPTED OR ERROR-FREE. Section

6. CONFIDENTIALITY

6.1 Definitions. ‍

For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s customers, suppliers, technology or business, and where Discloser is Partnerhub® User includes Partnerhub® User Data; provided that Discloser’s Confidential Information does not include: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

6.2 Protection of Confidential Information. ‍

Receiving Party shall: (a) hold all Confidential Information of Disclosing Party in confidence; (b) not use or copy such Confidential Information except for purposes of and as permitted by this Agreement; (c) not disclose such Confidential Information or the provisions of this Agreement except to its directors, officers, employees or agents who have a need to know such information for purposes of and as permitted by this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information of a like nature, but in any event, not less than reasonable means, taking into consideration the sensitivity and nature of the Confidential Information in question, to prevent the disclosure of Disclosing Party’s Confidential Information to third parties. Receiving Party shall be relieved from its obligations under this Section 6.2: (i) to the extent the Disclosing Party gives its prior written consent; or (ii) to the extent necessary to comply with applicable laws or regulations, or judicial or governmental order, provided that such Receiving Party uses commercially reasonable efforts to provide prior written notice of such disclosure (to the extent such disclosure is not required to be made immediately) to Disclosing Party to afford Disclosing Party the opportunity to seek a protective order. Receiving Party will promptly notify Disclosing Party in writing of any unpermitted disclosure or unpermitted use of any Confidential Information of Disclosing Party of which Receiving Party becomes aware.

6.3 Remedies. ‍

Receiving Party agrees that Disclosing Party may be irreparably injured by a breach of this Section 6 and that Disclosing Party may be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any appropriate court to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

Section 7. Partnerhub®’S INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership. Partnerhub® or its licensors retain all ownership and intellectual property rights in and to: (i) the Services and the Partnerhub® Platform; (ii) anything developed or delivered by or on behalf of Partnerhub® under this Agreement; and (iii) any modifications to the foregoing (i) and (ii). Other than as specifically licensed herein, Partnerhub® User shall obtain no rights to the Partnerhub® Platform or the Services. If Partnerhub® User provides Partnerhub® with any feedback during the Term, Partnerhub® shall have a perpetual right to use and incorporate same at its discretion. All rights not expressly granted by Partnerhub® to Partnerhub® User under this Agreement are reserved.

Section 8. INDEMNITY AND LIMITATION OF LIABILITY

8.1 By Partnerhub® User. ‍Partnerhub® User agrees to defend, fully indemnify and hold harmless Partnerhub® from and against any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever (each a “Claim”), for damages, losses, costs and/or expenses (including legal fees and disbursements) (“Losses”) arising out of or relating to: (i) Partnerhub® User Data, including but not limited to, Partnerhub® User’s failure to comply with applicable laws with respect to the collection of Partnerhub® User Data, including obtaining all necessary consents and permissions for the transfer of Partnerhub® User Data to Partnerhub®; (ii) Partnerhub® User’s breach of Sections 2.2 (Restrictions on Use); or (iii) unauthorized use of Services by Partnerhub® User or any Partnerhub® User.

8.2 By Partnerhub®. (a) Partnerhub® shall indemnify and defend any Claim brought against Partnerhub® User arising out of or relating to any allegation that Partnerhub® User’s use of the Services infringes a third party’s Intellectual Property Rights (an “IP Claim”). Partnerhub®’s indemnity obligation will apply to any Losses that: (i) a court finally awards as a result of any IP Claim; or (ii) are agreed to by Partnerhub® in any settlement arising from any IP Claim, in each case subject to this Section 9; provided, that Partnerhub® shall have full control over the defense of the IP Claim and (x) any settlement or resolution entered into by Partnerhub® shall not require an admission of liability or any payment by Partnerhub® User, (y) Partnerhub® User has not made any admission against Partnerhub®’s interests and has not agreed to any settlement of any claim or demand without Partnerhub®’s consent, and (z) Partnerhub® User shall cooperate with Partnerhub® in the defense of the claim, at Partnerhub®’s expense. (b) Notwithstanding anything herein to the contrary, Partnerhub® will have no obligation or liability to Partnerhub® User under this Section 8.2 if: (i) the IP Claim is based upon, arises out of or is related to (a) the combination of any of the Services with any other software, hardware or products not provided by Partnerhub®; (b) the use of the Services for other than their intended purpose; or (c) modifications, improvements and derivative works of Partnerhub® created by or on behalf of Partnerhub® User; (ii) Partnerhub® User is in material breach of this Agreement or has failed to pay amounts due hereunder as set forth in Section 5; or (iii) Partnerhub® User fails to notify Partnerhub® of the IP Claim in a prompt manner and the delay results in prejudice to Partnerhub®. (c) If any part of the Services become the subject of an IP Claim, Partnerhub® may, at Partnerhub®’s option and expense, (i) procure for Partnerhub® User the right to continue using the Services; (ii) replace or modify the Services with a non-infringing version of substantially equivalent function and performance; or (iii) terminate this Agreement and refund to Partnerhub® User on a pro rata basis any prepaid but unused subscription fees. The obligations of Partnerhub® set forth in this Section 8.2 shall constitute the sole and exclusive remedy of Partnerhub® User with respect to any IP Claim.

8.3 Cooperation.

In connection with any Claim or action described in this Section 8, the Party seeking indemnification will (i) give the indemnifying Party prompt written notice of such Claim or action; (ii) cooperate with the indemnifying Party (at the indemnifying Party’s expense) in connection with the defense and settlement of such Claim or action, and (iii) permit the indemnifying Party to control the defense and settlement of such Claim or action; provided that the indemnifying Party will not under any circumstances (a) settle such Claim or action without the indemnified Party’s prior written consent (which will not be unreasonably withheld or delayed), or (b) make an admission of liability on behalf of the indemnified Party without the indemnified Party’s prior written consent and further provided that the indemnified Party shall be entitled to participate (at its expense) in the defense and settlement of such Claim or action.

8.4 Limitation of Liability. ‍

(a) Neither Party will be liable for any indirect, special incidental, consequential, punitive or exemplary damages, or lost profits including, without limitation, loss of revenue, regardless of the form of action, whether in contract or in tort including negligence, even if the Party knew or should have known of the possibility of such damages and even if direct damages do not satisfy a remedy. (b) Except as set forth in Section 8.4(c), neither Party’s liability for damages under this Agreement (whether in contract or tort, including negligence, or otherwise) will in any event exceed the aggregate amount paid by Partnerhub® User pursuant to this Agreement in the six (6) month period preceding the event giving rise to the damages. (c) The limitations provided for in Section 8.4(b) will not apply to Claims arising from: (i) any failure of Partnerhub® User to pay any Fees or Rewards; or (ii) any breach of Section 2.2 (Restrictions on Use), or Section 6 (Confidentiality).

Section 9. GENERAL PROVISIONS

9.1 Third Party Software and Service.

The Partnerhub® Platform may provide links and access to third party software and services. The use of such third party software and services are governed by the terms of the third party provider and are binding on Partnerhub® User. Partnerhub® does not provide any warranties, and has no liability or obligation to Partnerhub® User, with respect to third party software and services. Copies of the applicable license agreement between third party providers and Partnerhub® User are available on the Partnerhub® website or by contacting Partnerhub®.

9.2 Assignment.

Partnerhub® User will not assign this Agreement to any third party including in the event of merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without informing Partnerhub® in writing. If Partnerhub® in its reasonable discretion does not agree to assignment and/or transfer of rights in this Agreement, then Partnerhub® may either, in its sole discretion: (i) terminate this Agreement and refund Partnerhub® User Subscription Fee on pro-rated basis; or (ii) mutually agree, with Partnerhub® User, on a revised Partnerhub® User Subscription Fee for the remainder of the Term. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

9.3 Relationship of Parties.

In all matters relating to this Agreement, Partnerhub® and Partnerhub® User are independent organizations and nothing will be construed to create any association, partnership, joint venture, or relationship of agency or employment between Partnerhub® and the Partnerhub® User.

9.4 Publicity.

Partnerhub® User authorizes Partnerhub® to (i) include Partnerhub® User in any user or subscriber list; and (ii) use Partnerhub® User’s name and/or trademarks for marketing and publicity on its website, in marketing materials and/or in press releases.

9.5 Excusable Delays.

Should Partnerhub® incur any delay in the provision of the Services resulting from any errors, defects or other problems contained in the information, materials and/or instructions provided to it by Partnerhub® User, Partnerhub® shall be excused from performance during the period of such delay and Partnerhub® User shall remain liable for any Fees incurred during such delay.

9.6 Force Majeure.

Except as relating to Partnerhub® User’s payment obligations, neither Party shall be liable to the other for a failure or delay in the performance of any obligation under this Agreement if such failure or delay is caused by an event beyond a Party’s control, including, but not limited to, any fire, power failure, act of God, labour dispute or government measure or other cause beyond such Party’s reasonable control (a “Force Majeure Event”), provided that such Party gives prompt written notice of the Force Majeure Event to the other Party and resumes performance of its obligations as soon as possible. Either Party may terminate this Agreement without penalty if such delay due to a Force Majeure Event continues for a period of ninety (90) days without cure.

9.7 Survival.

The following sections shall survive the expiration or termination of this Agreement in addition to any other provision which by law or by its nature should survive: Section 3.3 (Effect of Termination); Section 5.3 (Disclaimer); Section 6 (Confidentiality); Section 7 (Partnerhub®’s Intellectual Property Rights); Section 8 (Indemnity and Limitation of Liability); Section 9 (Dispute Resolution); and Section 10.8 (Governing Law). Partnerhub® User’s obligations in respect of any Fees and Rewards owing shall also survive, whether or not such Fees or Rewards have been invoiced by Partnerhub®.

9.8 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, excepting Partnerhub® User’s choice of law provisions, and the Parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the courts of the State of Illinois and the venue of Chicago.

9.9 Notices.

All notices under the terms of this Agreement shall be both (i) sent by email to help@Partnerhub®.app and (ii) given in writing and sent by registered mail or email or shall be delivered by hand to the following addresses: Address: As set out on the order Form ‍Partnerprograms, Inc. Address: 1616 N Western Ave Suite #4a Chicago, IL 60647 United States of America Attention: Legal Department Email: help@partnerhub.app ‍ or to any other person or address of which either Party may notify the other in writing from time to time. All notices shall be presumed to have been received when they are hand delivered, transmitted by email or five (5) days following the day of facsimile transmission.

9.10 Severability.

If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.

9.11 Waiver.

A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.

9.12 Remedies Cumulative.

No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. 10.13 Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

9.14 Amendment.

This Agreement may only be amended by written agreement duly executed by authorized representatives of the Parties.

9.15 Entire Agreement.

Partnerhub® User will generally have access to Partnerhub®’s technical support through email at help@partnerhub.app, or through the web site at https://www.partnerhub.app/documentation. Onboarding Support. Partnerhub® User will work with a Partnerhub®: (a) onboarding specialist to support Partnerhub® User’s onboarding to Partnerhub®, as well as program migration from other partner platforms and Partnerhub® User Partner Program launch on Partnerhub®. (b) solutions architect to support Partnerhub® User with required integrations between Partnerhub® and Partnerhub® User systems. Continued Support. Partnerhub® User will work with a Partnerhub®: Account Manager to support Partnerhub® User with user training, and to assist Partnerhub® User in scaling their Partnerhub® User Partner Program with Partnerhub® best practices. Fees: Unless otherwise agreed to by the Parties in writing, Partnerhub® User will pay Partnerhub® the following fees: Subscription Fee: A Subscription Fee set out in the order form and due upon execution of this agreement. SCHEDULE “B” SERVICE LEVEL AGREEMENT This Service Level Agreement (“SLA”) is part of each Partnerhub® User’s SaaS Agreement (the “Agreement”). If the terms of this SLA conflict with the terms of the Agreement (or any other agreement with Partnerhub® User), this SLA shall apply, but only to the extent of such conflict. Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. If Partnerhub® does not achieve the Service Levels set forth herein, Partnerhub® User may be eligible for a credit towards a portion of Partnerhub® User’s Subscription Fee. This SLA will not change during the Initial Term, however, the then-current SLA shall apply during any Renewal Term. We will provide at least 60 days’ notice of any material change to this SLA. Definitions: “Fee” means Partnerhub® User’s total Subscription Fee paid and which shall form the basis of any Service Credit owed under this SLA; “Downtime” means any period of time when Partnerhub® User’s users are not able to log into the Partnerhub® Platform. Downtime does not include any unavailability of the Partnerhub® Platform for routine or scheduled maintenance. “Partnerhub® Platform” has the meaning assigned to it in the Agreement. “Service Credit” is the percentage of the applicable annual Subscription Fee Partnerhub® User may obtain as described herein; “Service Level” means the availability of the Partnerhub® Platform set forth in Section 2 below. “Support Business Hours” means Partnerhub®’s normal business hours of 9am-5pm CST, excluding weekends and US statutory holidays. Service Levels: Partnerhub® will make commercially reasonable efforts to provide the Platform no less than 99.50% of the time each calendar month (the “Availability Service Level”). The Availability Service Level will be calculated by subtracting the total minutes of Platform Downtime from the total number of minutes during each month and dividing that result by the number of minutes in that month. If Partnerhub® fails to meet the Availability Service Level in any calendar month during the Term, Partnerhub® User will be entitled to request credits as follows: Partnerhub®’s Severity Levels and Response Times: Partnerhub® shall make commercially reasonable efforts to respond to Platform issues (and update Partnerhub® User regarding same) as set forth in the table below. Partnerhub®’s Severity Level Definitions Initial Response Time Updates from support Severity 0 Critical outage – A complete Platform outage security /privacy issue or an issue creating financial risk that renders the Platform unusable. 30 Minutes Every hour until resolved Severity 1 Severe functional impairment - Unable to access system, inaccurate financial information or the inability to communicate between Vendors & Partners within the application 4 Hours Daily until resolved Severity 2 Major Impairment - Any functionality not working as intended that has no viable workaround or the quality of the workaround is low. Stops the user from successfully using the product. 6 Hours Weekly Severity 3 Minor Impairment - functionality working but not optimal. User can accomplish their primary intention but with some difficulty or inconvenience. 8 Hours Monthly Support Service Availability: Partnerhub® offers Support Business Hours for In-App and email support issues. Response to any emails or other contacts received outside of Support Business Hours will be provided during the next business day. Limitations: This SLA and any applicable Service Level do not apply to any performance or availability issues caused or contributed to by: Factors outside Partnerhub®’s reasonable control including any Force Majeure Event (including at your site or between your site and our data center); Use of services, hardware, or software not provided by Partnerhub®; Your use of a Service after we advised you to modify your use of the Service (if you did not modify your use as advised). Your acts or omissions or from your employees, agents, contractors, or vendors, or anyone gaining access to Partnerhub®’s network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices.