This Partnership Agreement (“Agreement”) is entered into on this date (the “Effective Date”) between Limonti Inc., a Delaware Corporation, headquartered in Middletown, Delaware, USA, hereinafter referred to only as (“Linkz.ai”), and the Partner (“Partner”), together referred to as “Parties”. The Partner represents and warrants that: (i) it’s a majority age under the law; (ii) you have the full legal authority to bind its employer or such entity; and (iii) have read, understand and agreed to this Agreement. This Agreement establishes the terms and conditions for Partners participation in the Linkz.ai’s Partnership Program terms (the “Program”) and Materials (the “Program Materials”), as provided below.
1.1 Partner will promote and offer Linkz.ai’s Software-as-a-Service solution (“Software”) to Partner’s actual or potential clients (“End User”) in the permitted Territory during the Term. Partners may also perform Software integration and implementation services with End Users (“Implementation”), together, identified herein as the Services and products. Subject to this Agreement and Linkz.ai's end-user agreement, Linkz.ai will provide the End Users with access to the Services as identified herein. The Services are subject to modification from time to time at Linkz.ai's sole discretion for any purpose deemed appropriate by Linkz.ai. Linkz.ai reserves the right to modify such an end user agreement from time to time at Linkz.ai's sole discretion by updating it on its website.
1.2 As Applicable, and subject to this Agreement and Linkz.ai's Program, Linkz.ai may choose to sign a specific not for resale agreement with Partner in order to grant it a limited, time-limited, nonexclusive, non-transferable license for usage during the term.
2.1. Partner is an independent contractor engaged in purchasing Linkz.ai's software for resale or providing Linkz.ai's services to its customers (end users), as applicable. Partner is not an agent or legal representative of Linkz.ai for any purpose, and has no authority to act for, bind or commit Linkz.ai. This Agreement is entered into on a non-exclusive basis, being strictly civil-commercial, not generating any type of labour or social security relationship between the Parties.
2.2 Partner has no authority to make any commitment on behalf of Linkz.ai with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Partner has no authority to modify the warranty offered with Linkz.ai products. Partner will indemnify Linkz.ai from liability for any modified warranty or other commitment by Partner not specifically authorized by Linkz.ai.
2.3 Partner will not represent itself in any way that implies Partner is an agent or branch of Linkz.ai. Partner will immediately change or discontinue any representation or business practise found to be misleading or deceptive by Linkz.ai immediately upon notice from Linkz.ai.
2.4 Each Partner Affiliate that desires to be included as a member in the Partner Program must complete its own Partner Enrollment Form for membership and separately agree to the Agreement.
3.1 The term of this Agreement is twelth (12) months from the date of acceptance by Partner and Linkz.ai (“Effective Date”). This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
3.2 Linkz.ai or Partner may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
3.3 Linkz.ai may, from time to time, give the Partner written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.
3.4 Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.
3.5 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, property rights, warranty disclaimers, and limitations of liability.
4.1 Partner shall exert best efforts to market Linkz.ai products, and is able to use promotional materials supplied by Linkz.ai.
4.2 As defined in the Program Materials, Partner shall have sufficient technical knowledge of the Linkz.ai products in general, and commit to access Linkz.ai's appropriate sales and technical training, being bound by it.
4.3 Linkz.ai does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. Linkz.ai specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.
4.4 Partner is expected and encouraged to advertise and promote the sales of Linkz.ai products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. Linkz.ai must approve all original materials that use Linkz.ai name or trademarks (aside from modifying existing Linkz.ai supplied template materials). Linkz.ai will assist Partner in advertising and promoting Linkz.ai products in accordance with Linkz.ai policy.
5.1 UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL LINKZ.AI BE LIABLE TO Partner OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
5.2 THE TOTAL LIABILITY OF LINKZ.AI, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO LINKZ.AI HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
5.3 Partner hereby agrees to indemnify and hold Linkz.ai harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from use of the Services by (or that arises in connection with content used or provided by) Partner or its Clients. Although Linkz.ai has no obligation to monitor the content provided by Partner or its Clients or Partner’s or its Clients’ use of the Services, Linkz.ai may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement or any law or regulation or right of any third party.
6.1 The warranty terms and Linkz.ai's software permitted use conditions will be as specified in the Linkz.ai Terms and Conditions, available at Linkz.ai's website.
6.2 LINKZ.AI WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.1 Partner acknowledges the following:
7.1.1 Linkz.ai owns all right, title and interest in the Linkz.ai names and logotypes.
7.1.2 Linkz.ai is the owner of certain other trademarks and trademarks used in connection with certain product lines and software.
7.1.3 Partner will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with Linkz.ai.
7.2 During the term of this Agreement, Partner may indicate to the trade and to the public that it is an Authorized Partner of the Linkz.ai products. Partner may also use the Linkz.ai trademarks and trade names to promote and solicit sales or licensing of Linkz.ai products if done so in strict accordance with Linkz.ai guidelines. Partner will not adopt or use such trademarks or tradenames, or any confusing word or symbol, as part of its company name or allow such marks or names to be used by others.
7.3 At the expiration or termination of this Agreement, Partner shall immediately discontinue any use of the Linkz.ai and Linkz.ai names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a Partner of the Linkz.ai products.
8.1 The software license terms, such as discounts, services description, amount, and payments information, will be specified in Linkz.ai's order form and any Software Maintenance Agreement entered into by the parties applicable.
9.1 Linkz.ai and Partner shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal, or termination of this Agreement.
9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to Linkz.ai. Partner shall not have any right to manufacture Linkz.ai products. Linkz.ai solely and exclusively owns all right, title, and interest in and to the Software, any related Linkz.ai materials or documentation, and all improvements or derivative works thereto on a worldwide basis (whether created jointly or individually by either party or their representatives).
10.1 Partner may not knowingly provide to any person or export or re-export or allow the export or re-export of the Services or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Partner acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”).
10.2 Regardless of any disclosure made by Partner to Linkz.ai, Partner shall not export, either directly or indirectly, any documentation, Linkz.ai services or system incorporating such Linkz.ai services or products to any locations on the excluded export list, as provided herein.
11.1 In the event that Partner elects to sell Linkz.ai products or services to the Government (national, regional or local), Partner does so solely at its own option and risk, and agrees not to obligate Linkz.ai as a subcontractor or otherwise to the Government. Partner remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. Linkz.ai makes no representations, certifications, or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.
11.2 Affiliation with Government Officials – Disclosure Obligation. To the extent any director, employee, direct or indirect owner, representative, consultant or agent who is or will be involved in Partner’s sales or referral activities for Linkz.ai, is a Government Official or a Close Family Member of a Government Official, Partner must disclose such fact in writing to Linkz.ai and receive acknowledgement by Linkz.ai of such disclosure. In the event that during the Program there is a change in the information contained in this paragraph, Partner agrees to make immediate disclosure to Linkz.ai. Partner shall cooperate reasonably with any requests by Linkz.ai for further information regarding such a relationship.
12.1. Partner agrees to comply with all laws and regulations that are applicable to the business that Partner transacts. Partner agrees to indemnify and hold Linkz.ai harmless for all liability or damages caused by Partners failure to comply with the terms of this provision.
13.1 All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; on the first business day after sending an email to the email address provided by the Partner herein, or in the case of Linkz.ai, to the email address partners@Linkz.ai.com and legal@Linkz.ai.com; and upon receipt, if sent by certified or registered mail (return receipt requested).
13.2 This Agreement and Linkz.ai's Program Materials, and its schedules as applicable, represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party.
13.3 Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement.
14.1 The Parties agree to seek out-of-court settlement of any dispute originating from this Agreement, including regarding its interpretation or execution, and the Party that feels prejudiced will notify the counterparty of the conflict, requesting the fulfillment of the obligation not fulfilled or fulfilled in an irregular or incomplete manner. If the indicated conflict is not resolved within 30 (thirty) days, counted from the date of receipt of the notification, the Party evidently harmed may only then seek the judicialization of the controversy by notifying the counterparty about this decision.
14.2 Choice of Law according to Partner’s territory.
14.2.1 Brazil. In case Partner’s territory covers Brazil, this Agreement will be governed by the laws of the Federative Republic of Brazil, provided that in case of failure of the attempt of out of court dispute resolution, the Parties irrevocably and unconditionally consents as exclusive jurisdiction the Central Forum of the City of Curitiba, Paraná, Brazil, for the resolution of any conflicts, doubts of interpretation or demands arising out of or related to this agreement, regardless of the choice of another jurisdiction, however beneficial it may be.
14.2.2 For all other Territories. This Agreement will be governed by the laws of the State of California without regard to choice or conflicts of law rules, and according with the Arbitrage procedure as below. To the extent Arbitrage is not acceptable under the applicable law of the Partner's region, each party agrees to submit to the exclusive jurisdiction of the Courts sitting in San Francisco, California, for the purpose of enforcing any claim arising under this agreement.
B.i) Except for Partners bound to the Brazilian Territory, the Parties shall attempt to resolve the dispute through binding arbitration by a sole arbitrator selected by the Parties in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect at the time, in San Francisco, California. Each Party shall bear its own expenses and an equal share of the expenses of the mediator or arbitrator and the fees of the AAA. The Parties, their representatives, other participants and the arbitrator shall hold the existence, content and result of the dispute resolution process in confidence. All defenses based on passage of time shall be tolled pending the termination of arbitration.
Updated at: December 9, 2021.