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AGREEMENT. INTERPRETATION AND DEFINITIONS

1. The Agreement constitutes the full agreement between the Parties. A reference to the Agreement means a reference to any and all of its integral parts. All preambles to this Agreement/all other documents the Agreement refers to are integral parts of the Agreement/those documents, and such preambles are hereby incorporated in the Agreement/the relevant documents by reference.
2. In the Agreement, unless the context otherwise requires:
   • The word “including” are to be construed as being by way of illustration or emphasis only and is not to be construed as, nor shall they take effect as, limiting the generality of any foregoing word;
   • All references to the “Agreement” or “Terms of Use” are to their newest versions as modified, supplemented, or amended from time to time;
   • A reference to the singular includes the plural and vice versa. All personal pronouns used herein toward natural persons other than the Parties are gender-neutral and shall include all genders;
   • The headings herein are intended to make the Agreement easier to understand. The headings do not affect the content and meaning of the provisions placed under the specific headings. Headings are not to be used to interpret the terms of the Agreement;
   • Either Closely or the Partner may be referred to as the Party, and both Closely and the Partner may be referred to as the Parties;
   • If any definitions utilized herein are not explicitly defined by the Agreement, such terms shall adopt the meanings ascribed to them in the Terms of Use.
3. In the Contract, unless otherwise directly outlined hereby:
   • “Effective Date” means the first date when the Partner accepted this Agreement;
   • “Referred Lead” means a person or entity who has been referred to Closely representatives through a referral platform, link, or promotional code from the Partner, but who is not a Commissionable Lead;
   • “Commissionable Lead”, means a Referred Lead who became the Client and committed a Qualified Purchase or another action that results in the commission assignment according hereto;
   • “Qualified Purchase” means the event by which a Referred Lead becomes a Commissionable Lead resulting from the Partner’s acts. A purchase is presumed not to have resulted from the Partner’s acts if it is made by a Referred Lead who (1) has already registered on the Website, (2) has an open opportunity on the Purchase Date, as shown conclusively by Closely’s CRM records, (3) is an affiliate of the Partner, or (4) does not comply with eligibility criteria for the lead or purchase established by terms of a certain Program the Partner participates in, e.g. geolocation, purchase type, minimum purchase amount, etc.;
   • “High-Risk Purchase” means the Qualified Purchase that poses an elevated level of risk of refund, chargeback, or other potential issues impacting the financial integrity and reputation of Closely;
   • “Purchase Date” means the date when the Referred Lead buys and pays for the Closely Service—committed the Qualified Purchase;
   • “Service” means Closely’s Subscription, Services, or another product eligible for the Referral Fee.

PROGRAM

1. Subject to the terms and conditions hereof, Closely will make reasonable means available for Partner to introduce the Referred Leads to Closely. The Partner is eligible to refer the Referred Leads through a referral platform as well as a link or promotional code assigned to the Partner by Closely.
2. The Program may provide specific terms representing correct marketing requirements of Closely.
3. As a benefit for the Partner, Closely may but is not obliged to provide the Partner with (1) access to training materials such as webinars, articles, video tutorials to help the Partner better understand the Service and how to promote it, (2) access to information on new features and products that are not yet available to the general public, (3) Invitations to private events, and (4) some extra bonuses and other rewards for the Partners achievements.
4. The Partner understands and acknowledges that Closely is under no obligation to offer services to any Referred Lead and may or may not enter an agreement for the Service with a given Referred Lead, including any Referred Lead referred by the Partner, in Closely’s sole and absolute discretion. The Partner shall have no right or recourse under this Agreement resulting from Closely’s refusal, for any reason or no reason at all, to offer the Services to any Referred Lead.
5. The Partner’s rights hereunder are neither assignable nor transferable without the prior written consent of Closely. Rights not expressly granted in this Agreement are hereby reserved by Closely. The Partner understands and acknowledges that Closely and its other partners/affiliates may sell the Services directly and indirectly to Prospects.
6. REFERRAL FEE
   1. In the event of the Qualified Purchase, Closely shall pay a Referral Fee to the Partner which shall be calculated in accordance with the applicable referral fee schedule, excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like, and paid as set forth in Exhibit A. For clarity, the Referral Fee is subject to the following rules and limitations:
      • The Referral Fee is payable only on actually received amounts from the Commissionable Leads for the Qualified Purchase eligible for the Referral Fee that the lead did not cancel the purchase or request money back within 45 days upon the Purchase Date, except for cases of the High-Risk Purchases;
      • If within 45 days upon the Purchase Date Closely suspects the Qualified Purchase to be a High-Risk Purchase, the Partner will be promptly notified of that transaction categorized as the High-Risk Purchase, along with justification provided by Closely. In that event, the 45-day period for the calculation of the Referral Fee may be prolonged up to 90 days from the Purchase Date according to the degree of risk of the purchase. The determination of a High-Risk Purchase is made at the sole discretion of Closely after assessment of the following factors and any other relevant considerations on a case-by-case basis:
        • Unusual or suspicious purchase behavior;
        • High-value or high-frequency transactions;
        • Potential for fraud or misuse;
        • Uncertain product fit or satisfaction for the lead’s business;
        • Industry-specific risk factors, etc.
      • The Partner may request the payment of the Referral Fee if the amount to be paid is not less than 500 USD. For avoidance of any doubt, if the Partner participates in the Program through any referral platform allowed by Closely, e.g., PartnerStack, to be able to request the Referral Fee payment, the Partner shall accumulate not less than 500 USD on one PartnerStack’s account;
      • Any delayed, deferred, or disputed payments are not subject to the Referral Fee until collected; any partial payments are subject to partial Referral Fee;
      • If (1) the Commissionable Lead is eligible for refund or chargebacks, (2) it requests reversals of the paid money or (3) opens the money dispute, such purchases fall out of scope of the Qualified Purchase;
      • If (1) Closely does not receive payment from the Commissionable Lead for the Qualified Purchase, (2) a chargeback dispute is opened during the term of the subscription or further, or (3) Closely had to refund the paid amounts to the Commissionable Lead, but it has already paid the Referral Fee for such Qualified Purchases to the Partner, Closely is granted the right to, in its sole and absolute discretion, either (i) invoice the Partner for the Referral Fee paid to the Partner related to such Qualified Purchase and Partner agrees to pay such invoice within 15 days of receipt, (ii) deduct the amount of the Referral Fee paid to the Partner related to such Qualified Purchase from any accumulated or future Referral Fee payments owed to the Partner hereunder, or (iii) use any other possible instrument to revert the paid amounts;
      • The Partner will not be entitled to Referral Fees, and Closely will be under no obligation to pay any Referral Fees, (1) if such payment would constitute a violation of any applicable law, (2) if Closely deem, in our sole discretion, that the Partner has violated this Agreement, the Program terms, or used fraudulent methods to attract Referred Leads, such as spam, bots, fake reviews or clickjacking, or (3) if the Partner cannot provide sufficient evidence that the Referred Lead was referred by the Partner (e.g. tracking code identifiers, IP address, cookie information, etc.);
      • In the event of any recurrent payments of the Referral Fees, the Partner will cease accruing rights to the Referral Fees effective upon the earliest of 1-year (for 1-6-month Subscriptions) or 2-year (for 12-month Subscriptions) anniversary of the applicable Qualified Purchase, (2) the termination of this Agreement, and (3) the termination of the participation in the Program (whether the Partner withdraws from the Program, or Closely terminates the Partner’s participation).
   2. Any payments made by the Commissionable Lead to Closely for products and/or services other than the Service (including, without limitation, support, implementation, and/or training services) fall out of the scope of the Qualified Purchase, and they are not eligible for, and will not be included in the calculation of, Referral Fees.
   3. The Partner will not be entitled to any reimbursement of any expenses, or for any payment or compensation of any type, other than the Referral Fees, if any.
   4. Nothing herein shall create any obligation on the part of either party to pay any taxes owed by the other party, including any tax liability of Partner that may arise from receipt of a Referral Fee.
   5. The parties understand, acknowledge, and agree that this Agreement does not create a trust nor any fiduciary or other obligations on the part of Closely beyond those expressly set forth in this Agreement.

PARTNER’S OBLIGATIONS

1. The Partner agrees:
   • To conduct business in a manner that complies with all applicable laws and regulations and reflects favorably at all times on the Service and the goodwill and reputation of Closely;
   • Not to engage in any deceptive, misleading, or unethical practices;
   • Not to publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material;
   • To make no representations, warranties, or guarantees with respect to the specifications, features, or capabilities of Service that are inconsistent with the agreements, warranties, or literature distributed by Closely;
   • Not to use fraudulent methods to attract leads, Including Referred Leads;
   • Not to directly compete with Closely and its business;
   • Not to use trademarks, logos, or other elements of the Closely brand without authorization.
2. The Partner shall promptly notify Closely of any suspected copyright or trademark infringement and provide reasonable assistance in investigating and prosecuting any such activity. The Partner shall not deface, obscure, or remove from the Service any copyright notice, trademark, labeling, or other notice or item included therein or therewith, and the Partner shall not permit or encourage another to do so.
3. When promoting the Service, engaging leads, including Referred Leads, the Partner shall follow the requirements of the Agreement, the Terms of Use, any of their integral parts, applicable law (including the law of the Partner’s place of registration/residence, the country of distribution of advertising, the place of registration of the leads) and the ethical standards of the field in which the Partner shares advertisement. The Partner shall not:When promoting the Service, engaging leads, including Referred Leads, the Partner shall follow the requirements of the Agreement, the Terms of Use, any of their integral parts, applicable law (including the law of the Partner’s place of registration/residence, the country of distribution of advertising, the place of registration of the leads) and the ethical standards of the field in which the Partner shares advertisement. The Partner shall not:
   • Violate advertising policies of the platforms the Partner use to distribute information on the Service;
   • Use in advertising materials or in the advertising process any objects that may violate the rights of third parties, applicable law, or ethical standards of the field in which the Partner shares information, or which are not related to the essence of the advertised Service, including, but not limited to:
     • Intellectual property that does not belong to Closely or the Partner or in relation to which the Partner does not have the right to use it;
     • Information that in any way may violate the intellectual property rights of third parties;
     • Information/materials of a sexual, pornographic, erotic or vulgar nature; of perverse or paraphilic character; with regard to minors in adults or sexual situations or situations with an ambiguous context; with scenes of violence or abuse; which is racist or discriminatory in any way; of the false danger of any malicious software; about military actions, military or any other dangerous devices and any other information of a military/combat/violent nature; about terrorism or related conflicts; of obscene language; with malicious software or code fragments that conduct phishing or any other illegal/unethical practices; about medicines, dietary supplements, alcohol, tobacco products or products intended for the consume nicotine or flavored/unflavored steam, or any related attributes; with content intended for children aged 18 and under; with content that redirects to the platform where mobile applications or any software are distributed;
     • Any materials that offer illegal/unethical goods, services or practices;
   • Use in advertising materials or in the process of advertising practices that directly or indirectly encourage the consumer to take any action with the further or prior receipt of any tangible or intangible value from the Partner or any third parties;
   • Promote/share fake documents, illegally copied data, or illegal created materials;
   • Promote gambling and related services/materials;
   • Use content or advertising materials that are overly attention-grabbing or that may result in health problems for leads;
   • Use practices that encourage leads to enable browser push notifications;
   • Share information that may defame or negatively affect business reputation of Closely, as well as inaccurate and irrelevant information;
   • Place advertising materials on websites that contain adult content, gambling, or other prohibited materials specified above.
4. In order to increase the results of the Program, Closely may request the Partner to (1) provide performance reports, (2) participate in the Closely’s trainings and workshops on Closely’s sales, Service, or other related topics, (3) participate in the Closely’s marketing activities, and (4) use Closely’s marketing materials (advertising banners, texts, images, videos and other materials, as well as templates of marketing materials that the Partner can use for its advertising campaigns) the Partner can employ to promote the Service.
5. If Closely provides the Partner with any marketing materials, trainings, webinars, workshops, analytics tools, the Partner shall (1) use those materials and tools for the promotion of the Service and Closely only, (2) not use those materials and tools for the promotion of the Closely’s competitors, and (3) not to change any of those materials and tools without Closely’s consent.

WARRANTIES, DISCLAIMERS, AND LIMITATIONS

1. The warranties of Closely applicable to the Service are stated in the Terms of Use and are the only warranties made by Closely relating to the Service. Such warranties are made to the Commissionable Lead (and not Partner) and are subject to any, and all accompanying disclaimers, limitations, and other terms.
2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, CLOSELY MAKES NO WARRANTIES, AND CLOSELY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
3. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CLOSELY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF REFERRAL FEES PAID BY CLOSELY TO PARTNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CAUSE OF ACTION AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
4. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CLOSELY SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF CLOSELY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

INDEMNITY AND LIABILITY

1. The Partner shall be responsible for, and shall indemnify Closely against and hold Closely harmless from, any and all claims, damages, suits, judgments and expenses (including reasonable attorneys’ fees) arising out of any misrepresentation or wrongful conduct of the Partner or its employees or agents. The Partner agrees that in the course of advertising and selling the Service it shall make no representations or claims other than those contained in the standard descriptions and advertising literature for the Service furnished to Partner by Closely. In the event that the Partner makes any representation or claim other than those permitted above, Closely shall have no responsibility, liability, obligation, or expense relating to or resulting from such representation or claim by Partner and Partner shall indemnify Closely against any such responsibility, liability, obligation, or expense.
2. Closely agrees to defend Partner against any action brought against Partner with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that the Service infringes or violates any intellectual property rights of third parties not affiliated with the Partner, including without limitation, rights associated with patents, copyrights, trademarks, or trade secrets.
3. In claiming any indemnification under Section 6.1 or 6.2, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing Sections. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.

OWNERSHIP & PROPRIETARY RIGHTS

1. The Partner agrees and acknowledges that this Agreement does not transfer or convey to Partner any ownership in or to the Service, or in or to any patents, trademarks, inventions, copyrights, trade secrets or any other intellectual property relating to the Service, and that all of the foregoing are owned and held exclusively by Closely and/or its licensors, if any.
2. This Agreement does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate, or otherwise copy or reproduce any of the Service. Partner shall not develop derivative works or derivative products with the use or aid of any Service, or reproduce or disassemble, decompile, reverse engineer any Service. Partner shall not modify the Service or bundle the Service with any non-Closely services or components without express written consent from Closely.
3. Any recommendations, ideas, contributions, corrections, enhancements, improvements, or the like relating to the Service that are submitted to Closely by Partner and are incorporated, implemented, or used by Closely in the Service, or in any computer programs, products, technology, or processes of Closely, shall be the sole property of Closely and the same, together with all copyrights, trade secrets, patent rights, and other intellectual property thereto shall be and hereby are assigned to Closely.

CONFIDENTIALITY

1. Partner acknowledges that, by reason of its relationship to Closely under this Agreement, Partner may have access to certain information and materials concerning business, plans, leads, technology, and products that are confidential. Such information and materials are of substantial value to Closely which value would be impaired if such information were disclosed to third parties. Partner shall not disclose to third parties or use in any way for its own account or for the account of any third party, any such confidential information disclosed to it by Closely. Partner shall not publish any descriptions of the Service beyond the descriptions published by Closely.

TRADEMARKS & TRADE NAMES

1. Subject to the terms and conditions of this Agreement, Closely grants to Partner a nonexclusive, nontransferable, royalty-free right to use the Closely name and logo (“Trademarks”), but only to promote and market the Service during the term of this Agreement and only in accordance with Closely’s then-current trademark usage policies as published by Closely on its web site or as otherwise communicated to Partner from time to time. Partner acknowledges that Closely is the owner of the Trademarks and Partner agrees that it will do nothing inconsistent with such ownership and that all use of the Trademarks by Partner shall inure to the benefit of Closely. Upon use of Closely trademarks, Partner agrees to notify Closely within thirty (30) days of its use and to supply a copy of the material containing trademarks, including disclosure of distribution and intended recipients of the material. Partner acknowledges that the Trademarks are valid under applicable law. Partner shall not register or attempt to register the Trademarks in any country or jurisdiction. Partner shall not make any express or implied statement or suggestion, or use the Trademarks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on Closely or its business, products or services.
2. Partner agrees that it shall not adopt a trademark, trade name, uniform resource locator (“URL”), Internet domain name, or symbol confusingly similar to any trademark or name of Closely or its products. If it is found that Partner has used or is using or has previously registered such prior to or after entering into this Agreement, Partner shall irrevocably and without limitation or additional consideration assign, transfer, and convey all rights, privileges, registrations, and titles, if any, claimed by Partner to Closely and shall then strictly comply with the provisions of this Section 9. Closely may (in addition to any other available remedies) terminate this Agreement immediately if Partner opposes, contests, or challenges in any manner Closely’s ownership and use of its name and trademarks.

TERM & TERMINATION

1. This Agreement shall commence as of the Effective Date and shall continue in effect for one (1) year. This Agreement shall thereafter automatically renew for successive one-year terms.
2. Either party may terminate this Agreement at any time upon 30 days prior written notice to the other party. This Agreement shall automatically terminate in the event that either party makes any assignment for the benefit of creditors, files a petition for bankruptcy, or is adjudged bankrupt or becomes insolvent or is place in the hands of a receiver.
3. Closely reserves the right to immediately suspend or terminate the Agreement if the Partner breaches this Agreement, follows unfair practices, or does not comply with Closely’s marketing requirements.
4. Closely reserves the right to immediately suspend or terminate the provision of the Service to any Commissionable Lead that violates Terms of Use.
5. Upon termination of this Agreement for any reason, all rights and licenses granted to Partner under this Agreement will immediately terminate. Partner shall continue to be entitled to receive any amounts owing to Partner up to the date of termination, after payment of which Referral Fees to Partner will be discontinued, unless otherwise stated in this Agreement. Termination of this Agreement shall not act as a waiver of any breach of this Agreement or as a release of either party from any liability for breach of such party’s obligations under this Agreement. Notwithstanding any other provision in this Agreement, Closely will not by reason of the termination of this Agreement be liable for compensation, reimbursement, or damages on account of any loss of prospective profits on anticipated sales, or on account of any expenditures, investments, or other commitments made in connection with Partner’s business or goodwill, or otherwise.
6. Provision of this Agreement which by their nature or express terms extend beyond the duration of this Agreement or require performance after termination of this Agreement, shall survive termination of this Agreement.

OTHER PROVISIONS

1. The Terms of Use enshrine the applicable law and dispute resolution order applicable hereto.
2. Partner may not transfer or assign, directly or indirectly, this Agreement or any interest therein or any right or obligation thereunder, voluntarily or by operation of law without Closely’s prior written consent. Closely may assign or transfer this Agreement to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger without Partner’s consent. Any attempted assignment or delegation without consent of the other party, except as expressly set forth herein, will be void or, at the non-assigning party’s sole discretion, may be treated as fully binding upon and in force and effect against any such successor or assign. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and their assigns.
3. The parties are independent contractors. Notwithstanding the use of the term “Partner” in this Agreement, for all legal purposes, the parties are not partners or joint ventures and their relationship is not that of a partnership, joint venture, or principal-agent. Instead, the parties are independent contractors. All financial obligations associated with a party’s business are the sole responsibility of such party. Partner does not have any express or implied right, power, or authority to enter into any agreement or commitment on behalf of Closely. All sales and other agreements between Partner and its leads are Partner’s exclusive responsibility.
4. Closely may use the name and identity of Partner in advertising, publicity, or similar materials to designate Partner as a participant in the Program.
5. This Agreement: (i) represents the entire agreement between the parties relating to the subject matter of this Agreement and (ii) supersedes all prior agreements, documents, understandings, and representations relating to the subject matter of this Agreement.
6. If any provision of this Agreement is invalid under applicable law, such provision shall be limited, narrowed, construed and altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary, the invalid provision shall be eliminated from this Agreement and the remaining provisions shall remain in full force and effect.