Certified Partner Agreement

Last updated: May 7, 2026

See prior version here

1. DEFINITIONS
   1. "Affiliate" shall mean any entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise.
   2. "Certification" shall have the meaning set forth in Section 2.1.
   3. "Commission" means the upfront sales incentives and/or recurring commissions Partner earns for each Customer Transaction in a given month, pursuant to this Agreement.
   4. "Company" means:
      1. Thryv Canada Holdings, LLC if Partner resides or has its principal place of business in Canada.
      2. Thryv, Inc. if Partner resides or has its principal place of business in any jurisdiction other than Canada.
   5. "Company Brand Guidelines" means those guidelines found at https://sites.google.com/keap.com/brand-guide-for-keap-partners/home, and/or such other URL as Company may designate from time to time.
   6. "Company Services" means small business management products and services, including Subscriptions, that are offered for subscription and are made accessible by Company via https://www.thryv.com, https://www.thryv.ca (for use in Canada), https://www.thryv.com.au/ (for use in Australia), https://signin.infusionsoft.com/login, or another designated URL.
   7. "Company Trademarks" means name, logos, trademarks of Company used in connection with the Company Services, and such other trademarks as Company may, from time to time, authorize Partner in writing.
   8. "Customer" means an end user customer that (i) purchases Subscription(s) for the Company Services resulting from referrals made by Partner to Company, or (ii) are resold Subscription(s) for the Company Services by Partner, in accordance with the terms of this Agreement.
   9. "Customer Agreement" shall have the meaning set forth in Section 5.2.
   10. "Customer Data" means any materials, data and information provided to a party by or on behalf of Customer or an end user of Customer of the Company Services, and including any data otherwise captured or generated thereby.
   11. "Customer Transaction" means each Customer purchase or renewal of a Subscription for Company Services which is eligible for Commission pursuant to this Agreement.
   12. "Direct Purchase" shall have the meaning set forth in Section 2.2(a).
   13. "End User Agreement" means Company's end user subscription agreement for the Subscription for Company Services, as amended by Company from time to time, the current version of which is available at https://www.thryv.com/terms/.
   14. "Forfeited Transaction" shall have the meaning set forth in Section 6.5(c).
   15. "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship throughout the universe, including exclusive exploitation rights, copyrights, moral rights, and mask works; (b) trademark and trade name rights; (c) trade secret rights; (d) patents, designs, algorithms, and other industrial property rights; (e) other intellectual property and proprietary rights of every kind and nature throughout the universe, whether arising by operation of law, by contract or license, or otherwise; and (f) all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing.
   16. "Marketing Guidelines" shall have the meaning set forth in Section 7.3.
   17. "Materials" shall have the meaning set forth in Section 4.1.
   18. "Order" shall mean Partner's or the Customer's initial purchase of Company Services and any subsequent purchases or upgrades of Company Services which may be purchased pursuant to this Agreement.
   19. "Partner" means the party entering into this Agreement by registering for and participating in the partner program.
   20. "Partner Content" means content, materials, configurations, templates, or customizations provided or made available by Partner for use within the Company Services, including but not limited to Partner-developed workflows, user interface modifications, training materials, or other deliverables intended to be used within or in support of the Company Services.
   21. "Partner Portal" shall have the meaning set forth in Section 4.1.
   22. "Partner Price List" means Company's price list for Subscriptions to access and use the Company Services set forth in the Partner Portal and/or applicable Program Guide.
   23. "Partner Tool" means any third-party tool used by Company for the purpose of tracking and managing Partner's participation in and receipt of payments related to this Agreement (e.g., PartnerStack).
   24. "Portal User" shall have the meaning set forth in Section 4.1.
   25. "Program Guide" means the guide for the applicable partner type accessible via the Partner Portal which includes requirements regarding lead submittal, sales activities, eligibility for Commissions, Commission amounts, and other requirements for Company's partner program, all of which may be updated by Company from time to time and will be effective upon Company posting such updates to the Partner Portal.
   26. "Subscription" means the individual functionalities and modules of the Company Services purchased either: (i) by a Customer directly from Company; (ii) by Partner and resold to a Customer, or (iii) by Partner for use on behalf of its end customer.
   27. "Territory" means the territory(ies) identified in the Program Guide and/or on the Partner Portal, which may vary based on the particular Company Service, and which may be updated by Company from time to time.
2. PARTNER APPOINTMENT
   1. Certification. Partner shall fulfill all certification requirements mandated by Company, including without limitation, requirements relating to technical and sales training, service, demonstration equipment, personnel, and other criteria for specific Subscriptions (each, a "Certification"). The Certification process may be subject to a fee, as set forth in the applicable Program Guide. Company shall determine, in its sole discretion, Partner's eligibility for Certification.
   2. Partner Appointment.
      1. Appointment. Subject to the terms and conditions of this Agreement, Company authorizes and appoints Partner, on a non-exclusive basis, to: (i) market and promote the Company Services on a standalone basis to generate referrals to Company; (ii) market, promote and resell the Company Services on a standalone basis, and (iii) purchase Company Services for Partner's use on behalf of Partner's end customers ("Direct Purchase").
      2. Restrictions. Except as expressly permitted in or as required to effectuate this Agreement, Partner's rights and obligations under this Agreement are non-sublicensable and non-transferable. Partner shall not resell Subscriptions to any person or entity located outside, or for use outside, the Territory, unless Company has agreed in writing to such resale on a case-by-case basis. Partner shall not actively advertise or promote the Company Services outside the Territory, without Company's prior written consent. Any inquiries from persons or entities outside the Territory shall be referred by Partner to Company.
   3. Reservation of Rights. All rights not expressly granted to Partner under this Agreement are reserved by Company. Partner shall not use, copy, market, distribute, sublicense, or otherwise transfer any Company Services for any purpose or in any manner other than in connection with the exercise of its rights and performance of its obligations pursuant to this Agreement. Nothing in this Agreement shall limit or restrict Company from distributing any Company Services to any customers or prospective customers itself, or by appointing other representatives or distributors therefor. Partner is prohibited from reselling any Company Services to any person or entity that Partner knows is, or should reasonably suspect to be, a competitor (or an agent of a competitor) of Company.
3. ORDERING
   1. Purchase and Sale.
      1. Referral. For Partner's referral of Customers to Company for standalone Subscriptions, Partner shall provide Customer with a Company-provided link to purchase such Subscription(s) directly from Company.
      2. Resale. For Partner's resale of Company Services, Partner agrees to purchase Subscriptions directly from Company, and Company shall make available Subscriptions and Company Services to Partner at the prices set forth in the Partner Portal or applicable Program Guide, for resale of the Company Services to Customers in the Territory and subject to the terms of this Agreement.
      3. Direct Purchases. For Direct Purchases, Partner agrees to purchase Subscriptions directly from Company, and Company shall make available Subscriptions and Company Services to Partner at the prices set forth in the Partner Portal or applicable Program Guide, provided such use is restricted to the Territory and is subject to the terms of this Agreement and the End User Agreement.
      4. Clarifications. Nothing in this Agreement shall be construed to mean a "sale" of the Intellectual Property Rights in or to any Company Services other than a sale of a subscription license to access and use such Company Services as specifically described in this Agreement.
   2. Order Cancellation or Changes. Company reserves the right to cancel any Order placed by Partner, or to refuse or delay delivery thereof, if Partner (a) fails to make any payment as provided in this Agreement and fails to cure such non-payment as set forth in Section 6.3, or (b) otherwise fails to comply with the material terms and conditions of this Agreement or the End User Agreement, as applicable, and fails to cure such non-compliance within thirty (30) days of Company's written notice thereof. No such cancellation, refusal or delay will be deemed a termination (unless Company so advises Partner) or breach of this Agreement by Company.
4. PARTNER PORTAL
   1. Access and License. Partner may receive access to the Company "Partner Portal," which is not generally available to the public. Partner may receive access to information, materials, functionality, and tools, including, but not limited to, Marketing Guidelines, pertaining to Company and Company Services (collectively, the "Materials"). Subject to Partner's compliance with this Agreement, and solely for the Term, Company grants Partner: (i) access to the Partner Portal; and (ii) a limited, revocable, non-exclusive, nontransferable, non-sublicensable license to access and use the Materials, solely in accordance with this Agreement. Each employee, agent, contractor, or other person who represents Partner or acts on its behalf shall be considered a "Portal User." For the avoidance of doubt, Portal Users are required to accept this Agreement in order to access the Partner Portal or Materials on Partner's behalf.
   2. Accuracy and Maintenance of Information. It is Partner's responsibility to provide and maintain accurate and complete account information. Partner acknowledges that Company bears no responsibility for, and shall have no liability for, any losses incurred as a result of any of Partner's inaccurate, incomplete, or untimely information.
   3. Unauthorized Access and Account Security. Partner shall take reasonable steps to prevent unauthorized access to the Partner Portal, including without limitation, keeping all Portal User credentials strictly confidential and preventing unauthorized sharing. Partner shall promptly notify Company of any known or suspected unauthorized use of Partner's account, the Partner Portal or breach of its security and shall use commercially reasonable efforts to stop said breach.
   4. Responsibility for Portal Users. Partner is responsible for the use of the Partner Portal and any activity under Partner's account by Partner and any Portal User that Partner authorizes or invites to use the Partner Portal on its behalf or under its supervision, management or control regardless of whether the actions were authorized or unauthorized. Partner must notify its Portal Users that their use of the Partner Portal is subject to this Agreement and relevant policies.
   5. Acceptable Use. Partner is responsible for the acceptable use of the Partner Portal and Materials and any unlawful or harmful activities are expressly prohibited. Partner agrees that, while using the Partner Portal, it shall not, and shall not allow others to:
      1. sell, distribute, rent, lease, lend, market, license, sublicense, transfer, commercialize, or otherwise provide unauthorized access to the Partner Portal or Materials;
      2. attempt to decompile, disassemble, reverse-engineer, hack, modify, adapt, tamper with, disable, interfere with, disrupt, translate, create derivative works, create or recreate the source code for any part of the Partner Portal or Materials;
      3. modify, remove, erase, obscure, tamper with or fail to preserve any copyright or product identification, trademark, trade name, or proprietary rights notices;
      4. attempt to gain unauthorized access to the Partner Portal or Materials, or bypass or breach any security device or protection used by the Partner Portal or Materials;
      5. input, upload, transmit or otherwise provide any information or materials that are unlawful or injurious, or contain, transmit or activate any malicious, disruptive, or harmful code;
      6. make available any material or content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, or that promotes racism, bigotry, hatred or physical harm of any kind;
      7. damage, destroy, disrupt, disable, impair, alter or interfere with or otherwise impede or harm in any manner the Partner Portal, Materials or Company's provision of the Partner Portal to any third party;
      8. access or use the Partner Portal or Materials in any manner that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party;
      9. access or use the Partner Portal or Materials for purposes of competitive analysis or the development of a competing software service or product; or
      10. otherwise access or use the Partner Portal or Materials beyond the scope of the licenses or authorizations granted under this Section.
      If Company believes a violation of this Section 4.5 has occurred, Company may suspend or terminate Partner's access to and use of the Partner Portal and Materials or terminate this Agreement, without advance notice to Partner.
5. END USER AGREEMENT; CUSTOMER AGREEMENT
   1. For Referral of Company Services. To the extent Partner is marketing and promoting Subscriptions for Company Services on a standalone basis pursuant to Section 2.2(a)(i) above, Partner shall provide Customer with a link to purchase such Subscription(s) directly from Company, and Company will present Customer with the End User Agreement. Company will maintain and manage the terms of the End User Agreement with Customer, including without limitation, support, and the collection of fees. Partner's sole authority shall be to refer Customers to Company in accordance with the terms of this Agreement.
   2. For Resales. To the extent Partner is reselling the Company Services pursuant to Section 2.2(a)(ii) above, each resale shall be accompanied by an end user license agreement (or comparable agreement) that contains terms that are no less protective of Company than the terms set forth in the End User Agreement (such agreement, the "Customer Agreement"). For the avoidance of doubt, Partner shall not make any representations or warranties regarding the Company Services nor create any obligations or liabilities for Company related thereto.
   3. For Direct Purchases. For Direct Purchases pursuant to Section 2.2(a)(iii) above, Partner acknowledges and agrees that its use of the Company Services are subject to the End User Agreement, provided that notwithstanding any language to the contrary in such End User Agreement, Partner is authorized to use the Company Service on behalf of its end customers, subject to the remaining terms and conditions of this Agreement.
   4. Enforcement. As between Company and Partner, Partner is responsible for any breach of the Customer Agreement by Customers in connection with their use of the Company Services as part of Partner's resale of the Company Services, and Partner will promptly notify Company if Partner becomes aware of any such prohibited activities. Partner agrees to use reasonable efforts to diligently enforce the terms of each Customer Agreement.
6. PARTNER PRICE AND FEES, PAYMENT, EXPENSES AND COMMISSIONS
   1. Partner Prices and Fees. Partner shall pay Company the fees that may apply to Partner's participation in the program and the price or fees as set forth in the Partner Price List for each Subscription for the Company Services that (i) are resold by Partner, or (ii) Partner purchases via a Direct purchase, or as otherwise agreed in writing by the parties. From time to time, upon prior notice to Partner, Company may, in its sole discretion, amend and/or change the Partner Price List by posting such amendment and/or change to the Partner Portal, provided that such amendments and/or changes are applied to all of Company's partners similarly situated to Partner.
   2. Taxes. The price or fees set forth in the Partner Price List does not include local, state, federal, foreign or other taxes in the Territory including sales, use, value-added, excise, customs, export, import, withholding or similar duties, tariffs, or charges, and any related penalties and interest (collectively, "Taxes"). Partner shall (a) assume and pay, or cause to be paid, any and all such Taxes excluding taxes based on Company's income, or (b) provide Company with a Tax-exempt certificate acceptable to the appropriate taxing authorities.
   3. Payment and Recurring Auto Pay. Unless otherwise agreed to between the parties, the fees and taxes described in Sections 6.1 and 6.2 for the full length of the Subscription term are payable in advance (except certification fees, which are payable annually) via credit card in U.S. dollars. BY PROVIDING A CREDIT CARD, PARTNER AUTHORIZES COMPANY TO CHARGE THE CARD AUTOMATICALLY AT THE START OF EACH BILLING PERIOD FOR THE AMOUNT OF PARTNER'S RECURRING CHARGES FOR FEES, PLUS APPLICABLE TAXES, UNTIL PARTNER NOTIFIES COMPANY TO CANCEL AUTOMATICALLY RECURRING PAYMENTS. It is Partner's responsibility to keep the payment method information current. Partner agrees to pay all charges in full by the billing due date. Partner may not withhold any payment for any reason. Company may apply or offset payments from Partner, or monies owed to Partner, toward amounts owed to Company under the Agreement.
   4. Expenses. To the extent Partner incurs any mutually agreed expenses in the performance of its obligations hereunder, Company will reimburse Partner for actual and reasonable expenses incurred by Partner's personnel, provided that such expenses are pre-approved in writing by Company and are in accordance with Company's expense policy attached hereto as Exhibit A.
   5. Commissions.
      1. Eligibility. Subject to Partner's continued eligibility and the exceptions set forth below, Partner may be eligible to receive certain Commissions earned during the Term as set forth in the applicable Program Guide and/or the Partner Portal. In order to earn Commissions under this Agreement, Partner must (i) have agreed to, and continue to be in compliance with, the terms of this Agreement, including without limitation, maintaining the required Certification.
      2. Exceptions. No Commission will be paid if Company determines in its sole and reasonable discretion that:
         1. The Customer is currently, or was within the past twelve (12) months, a Company Services customer as of the time Customer's initial Order was processed;
         2. Partner is not in compliance with the terms of this Agreement or is ineligible to receive Commissions pursuant to the terms of this Agreement;
         3. Company fails to receive any payment or portion of payment for the applicable Customer Transaction, in which case the Commission will be reduced proportionally;
         4. Customer's Subscription to Company Services is canceled and Company is no longer receiving payments for such Subscription;
         5. Such compensation is disallowed or limited by applicable law; or
         6. The applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments.
      3. Forfeited Transactions. Notwithstanding the foregoing, if any of the pre-requisites to earn Commission set forth herein remain uncompleted and outstanding for sixty (60) days after a Commission is first payable to Partner, then Partner's right to receive such Commission and any Commission earned during such sixty (60) day period through the date on which Partner achieves compliance will be forever forfeited (each, a "Forfeited Transaction"). Once Partner complies with all of the requirements of this Section, Partner will be eligible to receive Commissions starting from the date of such compliance.
      4. Commission Payment. Company will pay Partner earned Commissions within thirty (30) days following the calendar month in which such Commissions were earned; except that for Partners entering into this Agreement through the Partner Tool, Commission payments will be made pursuant to Partner's agreement with the third-party Partner Tool provider.
   6. Records and Audit. Each party shall maintain true and correct records related to purchases and sales of the Subscriptions for at least one (1) year after the expiration or termination of this Agreement. Company shall be entitled to audit the Partner Sales Records and Partner shall be entitled to audit the Company Sales Records, solely to the extent necessary to verify the other party's compliance with its obligations, upon thirty (30) days prior written notice. Any such audit shall be performed at the expense of the party requesting the audit, during the other party's normal business hours. If an audit reveals underpayment or over-retention of monies by a party, the party owing the other shall, within thirty (30) days after conclusion of the audit, pay the other party such amounts due. Any audit costs for the underpaying party shall not exceed $25,000.
7. OTHER DUTIES OF PARTNER
   1. Partner Pricing. Partner, in its sole discretion, will establish the price it charges for the Company Services it resells to its end customers.
   2. Marketing; Solicitation of Orders. Partner agrees to use its commercially reasonable efforts to promote and market and solicit orders for Subscriptions to the Company Services in the Territory during the Term. Without limiting the foregoing, Partner agrees to do the following:
      1. maintain a trained staff of qualified personnel to perform Partner's sales and other obligations hereunder and respond to Customers' questions regarding the functionality, features, and use of Company Services;
      2. furnish reasonable quantities of technical and sales information concerning Company Services to prospective Customers; and
      3. if requested by Company and agreed to by Partner, attend tradeshows or other events on behalf of Company to promote Company Services.
   3. Marketing Guidelines; Branding. As necessary, Company will provide Partner with Company’s marketing and advertising policies, including suggested and unacceptable methods of marketing, or branding the Company Services, sample marketing collateral or assets, materials regarding the Company Services features and performance claims, etc. (the “Marketing Guidelines”). During the Term, Partner may use Company Trademarks to promote the Company Services in accordance with this Agreement, provided Partner follows the usage requirements in this Section and in any Company Brand Guidelines made available to Partner. (i) Partner must: (A) only use the Company Trademarks that Company makes available to Partner, without altering them in any way; (B) only use Company Trademarks in connection with its rights and obligations under this Agreement; and (C) immediately comply if Company requests that Partner discontinue use of any or all Company Trademarks. Company reserves the right to terminate Partner’s use of Company Trademarks at any time. (ii) Partner must not: (A) use the Company Trademarks in a misleading or disparaging way; (B) use the Company Trademarks in a way that implies Company endorses, sponsors or approves of Partner’s services or products, or co-mingle Company Trademarks with Partner’s marks or those of a third-party, without Company’s express permission; (C) use, register or attempt to register any confusingly similar mark or name, including any domain name that contains the Company Trademarks or any confusingly similar verbiage or purchase any keywords that contain the Company Trademarks; or (D) use the Company Trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
   4. Support. Partner shall provide "Tier 1" support services to Customers to which Partner has resold the Customer Services, including assistance with installation, implementation, training, answering Customers' questions, problem identification and providing resolution using workarounds delivered by Company for known issues.
   5. Ethical Business; No Disparagement. Partner will conduct its business in such manner as will reflect favorably on, and will not disparage, Company, the Company Services or any other Company product or service or may otherwise cause a decrease in the goodwill and reputation of any Company Trademark.
8. COMPLIANCE WITH LAWS

   Each party will at all times comply with all applicable laws and regulations in performing its obligations hereunder. Without limiting the generality of the foregoing:

   1. Customer Data.
      1. To the extent Company receives Customer Data by or on behalf of Partner pursuant to Section 2.2(a)(i): Partner represents and warrants that it has obtained all necessary licenses to such Customer Data and that Partner complies with all applicable laws, rules and regulations related to privacy and data security, including obtaining all necessary consents and providing all necessary notices.
      2. To the extent Company receives Customer Data pursuant to Section 2.2(a)(ii), the parties shall comply with their respective obligations set forth in the Data Processing Addendum attached hereto as Exhibit B.
      3. To the extent Company receives Customer Data pursuant to Section 2.2(a)(iii), the parties agree that the relevant terms of the End User Agreement shall apply.
   2. Required Permits. Each party will at its own expense, make, obtain, and maintain in force at all times during the Term, all reports, registrations, licenses, permits, and authorizations required to perform its obligations under this Agreement in the Territory.
   3. Export Controls. Partner will comply with, and obtain all licenses and approvals required under, all applicable export and import control laws and regulations in its use, marketing, and distribution, of Company Services including regulations of the United States Bureau of Industry and Security and other applicable agencies. Partner acknowledges that Company Services and technical data delivered under this Agreement are subject to U.S. export control laws, including the U.S. Bureau of Export Administration regulations, as may be amended, and Partner hereby agrees to comply with all such laws and regulations. Partner will ensure that the Company Services is not diverted outside the Territory in breach of this Agreement or in a manner that is contrary to the laws and regulations of any country having jurisdiction including the United States. Without limiting the generality of the foregoing, Partner agrees that it does not intend to nor will it, directly or indirectly, engage in any export or re-export (i) to any prohibited destination under U.S. export restrictions, or to any national of any such country, wherever located, (ii) to any entity or individual who Partner knows or has reason to know is engaging in the design, development or production of nuclear, chemical or biological weapons, or missile technology if a license to such entity would be in violation of any law, or (iii) to any entity or individual who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government, including the U.S. Department of Treasury’s Office of Foreign Assets Control and the U.S. Bureau of Industry and Security..
   4. Anti-Corruption Laws. Partner will comply and remain in compliance with all applicable domestic and foreign anti-bribery and anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and all other applicable laws in the Territory prohibiting Partner, and, if applicable, its officers, employees, agents and others working on its behalf, from taking actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors, services, offers of employment and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to: (i) an executive, official, employee or agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (iii) a political party or official thereof, or candidate for political office, or (iv) an executive, official, employee or agent of a public international organization (e.g., the International Monetary Fund or the World Bank) (“Government Official”) or any other person; while knowing or having a reasonable belief that all or some portion will be used for the purpose of rewarding or: (1) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (2) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, (3) inducing any person to use his or her influence to improperly affect any act or decision of their employer, or (4) securing an improper advantage; in order to obtain, retain, or direct business. Without limiting the foregoing, Partner represents and warrants that it will not use any payment or other benefit derived from the other party or this Agreement, or from any Customers to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement.
   5. Unfair Trade Practices. Partner shall not engage in any deceptive, misleading, illegal, unethical, or unfair trade practice, each as defined and prohibited under applicable law, including (a) false or misleading representations concerning the Company Services; (b) illegal "loss leader," "bait and switch" or other misleading or deceptive advertising; or (c) any unlawful practice desired improperly to control prices.
9. INDEMNIFICATION
   1. Partner Indemnity. Partner will, at its own expense, indemnify and hold harmless Company and its Affiliates, and each of their respective directors, employees, and agents (each, a “Company Indemnitee”), from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties (including any Customer) (collectively, “Claims”) to the extent resulting from: (i) any breach by Partner of its representations, warranties, obligations, duties, or responsibilities set forth in this Agreement; (ii) any actions or omissions on the part of Partner in marketing, reselling or using the Company Services in violation of the terms of this Agreement or the End User Agreement, as applicable; (iii) any misuse of, or unauthorized access to, Customer’s Company Services account by Partner or any of its employees or agents; (iv) any representations, warranties, guarantees, or other written statements made by or on behalf of Partner (including by employees or agents of Partner) relating to any Company Services; or (v) any breach by a Customer of the Customer Agreement, provided, however, that Partner’s indemnification obligations herein shall not extend to any Claims to the extent caused by or arising from Company’s indemnification obligations set forth below.
   2. Company Indemnity. Solely as related to Partner's resale of the Company Services pursuant to Section 2.2(a)(ii), Company will, at its own expense, indemnify and hold harmless Partner, and its Affiliates, and each of their respective directors, employees, and agents (each, a "Partner Indemnitee"), from and against any Claims to the extent resulting from: (i) any defects in any of the Company Services resold by Partner as authorized hereunder; or (ii) any Claim that the Company Services resold by Partner pursuant to this Agreement and/or the authorized use thereof by Customer infringes upon the intellectual property rights of any third party. THIS SECTION SETS FORTH COMPANY'S SOLE LIABILITY AND THE PARTNER INDEMNITEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
   3. Indemnification Procedures. The indemnifying party will defend any and all such Claims and the settlement thereof, at its sole cost and expense. Under no circumstances shall the indemnifying party enter into any settlement that involves an admission of liability, negligence or other culpability of the indemnified party without the indemnified party's prior written consent. The indemnified party may participate and retain counsel at their own expense.
10. PROPRIETARY RIGHTS
    1. Company Services. Company retains all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Company Services, Company Trademarks, and any Customer Data collected by the Company Services for Customers who have entered into the End User Agreement. Company Services are provided under license and are not sold, notwithstanding the use of the words "resale" or "sell" in this Agreement. Neither party grants any implied licenses in this Agreement.
    2. Partner Content. Partner retains ownership of the Partner Content. Partner hereby grants Company a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, transferable, perpetual, and irrevocable license to use, reproduce, display, perform, modify, distribute, and otherwise exploit the Partner Content as necessary or useful to provide, operate, maintain, improve, and support the Company Services.
    3. Partner Tool. The Partner Tool belongs to, and is the property of, the applicable third-party tool provider and is protected by intellectual property laws. In order to use the Partner Tool, Partner is required to agree to the applicable Partner Tool terms and conditions. Partner acknowledges and agrees that the Partner Tool is provided by a third party and not Company, and Company has no liability related to Partner's use or the third-party provider's provision of the Partner Tool except as expressly provided herein.
    4. Feedback. To the extent Partner sends or transmits any communications, comments, questions, suggestions, or related materials to Company, whether by letter, e-mail, telephone, or otherwise, whether originating from Partner or any Customer, suggesting or recommending changes to the Company Services, or any part thereof, including, without limitation, new features or functionality relating thereto (collectively, “Feedback”), Partner hereby grants Company a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Partner’s Intellectual Property Rights to reproduce, prepare derivative works of, distribute, perform, display, and otherwise fully use, practice and exploit such Feedback for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback, provided that such Feedback does not include or reference of any of Partner’s Confidential Information and does not identify, and is not capable of identifying, Partner, or any of its Customers. Partner agrees and understands that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and Partner has no right to compel such use, display, reproduction, or distribution.
    5. Company Trademark License. Subject to the terms and conditions of this Agreement, Company grants to Partner a non-exclusive, non-transferable, revocable, royalty-free license during the Term, without the right to grant sublicenses, to use and reproduce, in compliance with Company’s then-current trademark usage policies and guidelines, the Company Trademarks solely in connection with marketing Company Services in the Territory in accordance with this Agreement. Partner agrees to state on all materials using the Company Trademarks that the Company Trademarks are trademarks of Company, and to include the symbol ™, SM, ®, or other symbol, as specified by Company, as Company grants no rights in the Company Trademarks other than those expressly granted in this Section 8.3. Partner acknowledges Company’s and its licensors exclusive ownership of the Company Trademarks. Partner agrees not to take any action inconsistent with such ownership and to cooperate, at Company’s reasonable request and expense, in any action (including the conduct of legal proceedings), which Company deems necessary or desirable to establish or preserve Company’s or its licensors’ exclusive rights in and to the Company Trademarks. Partner will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Company Trademarks or in such a way as to create combination marks with the Company Trademarks which creates a single or unitary mark. Company reserves the right to require Partner to, and Partner agrees to, correct any materials, or cease the distribution of any material that incorrectly represents any Company Services.
11. CONFIDENTIALITY
    1. Confidential Information. Each party (the “Disclosing Party”) may from time to time during the Term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, (“Confidential Information”). Except as otherwise specified in this Section, the Disclosing Party will (a) mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and (b) identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information to the Receiving Party within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the following will be considered Company’s Confidential Information: (i) the Company Services, Partner Price List, and any and all technical, operational, or financial information furnished by Company hereunder and (ii) any and all other information furnished by Company hereunder that the Partner knew or should have known, under the circumstances, was considered confidential or proprietary by Company.
    2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
    3. Exceptions. The Receiving Party's obligations under Section 11.2 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is or was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is or was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information.
    4. Required Disclosure. TThe Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (a) approved in writing by the Disclosing Party; (b) necessary for the Receiving Party to enforce its rights under this Agreement; or (c) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure
    5. Return of Confidential Information. The Receiving Party will either, at its option, return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 9.5.
    6. Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its Affiliates, attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law, or (b) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality).
12. PARTNER WARRANTYWithout limiting any other representation or warranty expressly set forth in this Agreement, Partner represents and warrants that: (i) Partner will maintain all Certification(s) required pursuant to Section 2.1; (ii) Partner’s obligations under this Agreement will not conflict with any of Partner’s obligations under a third-party agreement or other arrangement or any fiduciary or other duty Partner owes to a third-party company or other entity or cause a conflict of interest; (iii) Partner will comply with any and all applicable laws, rules and regulations; (iv) Partner will comply with the Payment Card Industry (PCI) rules and procedures for the secure handling of any payment card information provided to Partner for the purposes of processing Customer payments for Company Services; (v) Partner will not, and will not permit or assist anyone else to copy, decompile, or reverse engineer any part or feature of Company Services, or introduce any malware or harmful or malicious code or take any action that interferes with, damages, or accesses or uses in any unauthorized manner any of the Company websites, applications, hardware, software, platforms or systems, or those of any user; (vi) Partner will, at all times, conduct itself in a professional and respectable manner in accordance with the accepted community standards, and will not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Company, its Customers, or to the public, and will take no action or inaction that is likely to disparage or harm the reputation of Company or its products and services, including the Company Services; (viii) Partner will not refer any Customer who Partner knows or believes may use Company Services for any illegal purpose; (ix) Partner will not use the Company Services or Marketing Guidelines for any illegal purpose; (x) Partner will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests from potential customers, and will establish and maintain systems and procedures appropriate to effectuate all such requests Partner receives in relation to its marketing efforts for Company Services; and (xi) Partner has all necessary rights, licenses, consents, and permissions to provide the Partner Content to Company and to grant the license set forth in Section 10.2, and that the Partner Content, and Company’s use of the Partner Content in accordance with this Agreement, will not infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of any third party.
13. COMPANY WARRANTY; EXCLUSIONS; DISCLAIMER
    1. Warranty. Company represents and warrants that (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement, and (b) it is in compliance with all laws, rules and regulations applicable to this Agreement, the Company Services and the operation of its business.
    2. Exclusions. Notwithstanding anything in this Agreement to the contrary, Company will have no responsibility or liability of any kind that would not have occurred but for: (a) combination of the Company Services with products, equipment, software, or data not supplied by Company without Company's authorization; (b) any use based on unauthorized distribution or sale of the Company Services in violation of this Agreement; (c) any use of the Company Services other than in accordance with the applicable documentation; (d) any modification of the Company Services by anyone other than Company or its authorized contractors; or (e) any third product software or materials not provided or authorized by Company.
    3. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OR GUARANTEE WHATSOEVER, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY PURPOSE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE COMPANY SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE COMPANY SERVICES FOR ANY PURPOSE.
    4. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM COMPANY'S INDEMNITY OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOST DATA, ARISING FROM OR RELATING TO THIS AGREEMENT, THE COMPANY SERVICES, OR ANY SERVICES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE COMPANY SERVICES, AND SERVICES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL COMMISSION AMOUNTS PAID OR PAYABLE TO PARTNER BY COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM FIRST AROSE.
14. TERM; TERMINATION
    1. Term. The term of this Agreement will begin upon the date in which Company notifies Partner that it has been accepted in the Partner Program and will continue until terminated as provided herein (the "Term").
    2. Termination Without Cause. Either party may terminate this Agreement on fifteen (15) days written notice to the other party for any reason or no reason.
    3. Termination for Cause. Company may terminate this Agreement: (i) upon five (5) days' notice to Partner of a material breach of this Agreement if such breach remains uncured at the expiration of such period, (ii) immediately, if Partner becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if Partner breaches the terms applicable to its Company Services subscription, including if Partner defaults on its payment obligations, or (iv) immediately, if Company determines that Partner is acting, or has acted, in a way that has or may negatively reflect on or affect Company or its products and services.
    4. Effect of Termination.
       1. Payment. Upon termination or expiration of this Agreement for any reason:
          1. Referral. Any Commissions owed to Partner for the Customer referrals to Company Services accrued before such termination or expiration will be paid by Company within thirty (30) days of the termination or expiration date.
          2. Resale; Direct Purchase. Any amounts owed to Company under this Agreement before such termination or expiration will be immediately due and payable; and any associated Commissions owed to Partner will be paid by Company within thirty (30) days of the termination or expiration date.
          3. No Commissions. For the avoidance of doubt no Commissions will be owed or paid to Partner related to any activity occurring post termination or expiration of this Agreement.
       2. Appointment; Licenses. Upon termination or expiration of this Agreement for any reason, the appointment and all licensed rights granted to Partner and Company in this Agreement will immediately cease to exist. Partner shall return to Company all existing sales and marketing materials furnished by Company hereunder.
       3. End User Agreements; Customer Agreements. Upon expiration or termination of this Agreement for any reason:
          1. End User Agreement. The End User Agreement between Company and Partner, if any, along with all rights and obligations therein, shall automatically terminate. Any End User Agreement between Company and a Customer will not be impacted by the expiration of termination of this Agreement.
          2. Customer Agreements. Regarding any Customer accessing the Company Services via a Customer Agreement, Partner shall reasonably cooperate with Company to facilitate the transition of Customers to, at Company’s discretion, a direct contractual relationship with Company or a contractual relationship with another participant in Company’s partner program. Without limiting the generality of the foregoing, Partner shall, within fifteen (15) days of receiving or providing notice of termination, notify all Customers accessing the Company Services via a Customer Agreement that such Customer’s access to the Company Services may be affected and inform such Customers of their option to enter into a direct agreement with Company or another participant in Company’s partner program. Company may also communicate directly with such Customers regarding such transition.
       4. Survival. The following Sections will survive expiration or termination of this Agreement for any reason: 10.1, 10.2, 10.3, 10.4, 11, 12, 13, 14.4, 15 and any other provision that by its nature would continue beyond the termination, cancellation, or expiration of this Agreement.
15. GENERAL
    1. Relationship. The parties' relationship is that of independent contractors and neither party is an agent or partner of the other, and nothing contained in this Agreement will be construed to give either party the power to direct or control the day-to-day activities of the other. Partner will not have and will not represent to any third party that it has, any authority to act on behalf of Company. All financial obligations associated with Partner's business are the responsibility of Partner.
    2. Publicity. Any press release by either party, which identifies the other party, or the relationship under this Agreement, shall be coordinated with and subject to the written approval of the other party prior to the release thereof. Notwithstanding the foregoing, Company shall be entitled to refer to Partner and to the relationship under this Agreement on its website and in its promotional and marketing materials relating to the Company Services.
    3. Governmental Approval. If any approval with respect to this Agreement, or the notification or registration thereof, will be required at any time during the Term of this Agreement, Partner will take whatever steps may be reasonably necessary to effectuate the foregoing, and Partner will keep Company reasonably informed of Partner's efforts in this connection.
    4. Non-Solicitation. During the Term of this Agreement, neither party will directly or indirectly solicit, induce, or attempt to induce any employee or independent contractor of the other party to terminate or breach any employment, contractual, or other relationship with the other party, provided that nothing shall prohibit a party from hiring or engaging an employee or contractor of the other party that has responded to a general employment advertisement placed by such party.
    5. Assignment. Partner will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of Partner's assets, change of control or operation of law, without Company's prior written consent. Company may assign this Agreement to any affiliate or successor in interest in the event of merger, reorganization, sale of all or substantially all of its assets related to the Partner program, change of control or operation of law.
    6. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration.
       1. Where Company is Thryv, Inc. and Partner is not located in Australia: In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts Partner owes hereunder) will be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association (AAA). The arbitration shall occur in Dallas County, Texas unless the parties mutually agree to another location. The arbitration hearing shall be held within 6 months after the filing of the arbitration demand with the AAA.
       2. Where Company is Thryv Canada Holdings, LLC: Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts Partner owes hereunder) will be referred by the aggrieved party to binding arbitration under the Arbitration Act (1991). The arbitration shall occur in Toronto, Canada unless the parties mutually agree to another location.
       3. If Partner is located in Australia, Section 15.6(a) does not apply.
       4. The above-mentioned arbitration provisions shall not apply to and will not bar litigation regarding any claims to prevent the expiry of a limitation period, or either party from seeking and obtaining from a court of competent jurisdiction any equitable, interim, or provisional relief, including a temporary restraining order or other injunctive relief, to prevent a party’s material breach or non-performance, or specific performance. Either party may at any time, without inconsistency with this Agreement, seek from a court of competent jurisdiction any equitable, interim, or provisional relief only to avoid irreparable injury.
    7. Governing Law; Venue.
       1. Where Company is Thryv, Inc.:
          1. And where Partner is located in the United States, the Agreement will be governed by Texas law. Exclusive venue and jurisdiction will be in the state and federal courts located in Tarrant County, Texas.
          2. And where Partner is located in Australia, the Agreement will be governed by the laws of Victoria, Australia. Exclusive venue and jurisdiction will be in the state and federal courts located in Victoria, Australia.
          3. And where Partner is not located in either the United States or Australia, the Agreement will be governed by Texas law. Exclusive venue and jurisdiction will be in the courts located in the jurisdiction of Partner's residence.
       2. Where Company is Thryv Canada Holdings, LLC, the Agreement will be governed exclusively by the laws of Ontario and applicable Canadian federal laws. Exclusive venue and jurisdiction will be in the provincial and federal courts located in Toronto, Ontario.
    8. Time Limit on Claims Permitted. Except for actions for nonpayment, breach of a party's confidentiality obligations, violation of a party's proprietary rights, or invoking a party's indemnification obligations, no action arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued or should have been discovered using reasonable diligence.
    9. Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by electronic mail (email), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth below, and will be effective upon confirmation of receipt with respect to email, and, with respect to certified or registered mail, upon receipt or when delivery is refused three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.
       1. If to Company:
          1. If Partner is not located in Australia: Thryv, 1301 Municipal Way, Suite 220, Grapevine, Texas – Attention: Contract Management.
          2. Partner is located in Australia: Thryv Australia, Locked Bag 2910, Melbourne VIC 3001.
       2. If to Partner: To Partner's address as provided in Partner account information.
    10. Waivers; Severability. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
    11. Construction; Language. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." The official text of this Agreement will be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language.
    12. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
    13. Third Party Beneficiaries. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties; except that Company shall be a third party beneficiary with respect to the Customer Agreement, and shall be entitled to directly enforce against any Customer, and rely upon any provision of the Customer Agreements that confers a right or remedy in favor of it.
    14. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. In entering into the Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights, and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Except as expressly provided in this Section, this Agreement may be amended only by a written document signed by both parties. Company reserves the right to modify, update, or revise this Agreement at any time by: (a) posting the revised Agreement at the URL where this Agreement is then currently hosted or such other URL as Company may designate from time to time (the “Agreement URL”); and (b) providing Partner with email notice of the revised Agreement sent to the email address associated with Partner’s account no fewer than thirty (30) days prior to the effective date of the revised Agreement (the “Notice Period”). The revised Agreement will become effective and binding on Partner upon the expiration of the Notice Period unless Partner provides written notice of termination of this Agreement to Company prior to such date pursuant to Section 15.9. Partner’s continued participation in the Partner Program or use of the Partner Portal or Company Services after the effective date of the revised Agreement constitutes Partner’s acceptance of the revised terms. It is Partner’s responsibility to review the Agreement URL periodically to remain informed of any updates. Company’s records regarding the date of posting and email notice shall be presumptive evidence of the date on which notice was provided.