Thryv Affiliate Marketing Program Terms and Conditions

Last Modified: May 1, 2024

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE THRYV AFFILIATE MARKETING PROGRAM. YOUR PARTICIPATION IN THE THRYV AFFILIATE MARKETING PROGRAM CONSTITUTES YOUR AGREEMENT TO THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PARTICIPATE IN THE THRYV AFFILIATE MARKETING PROGRAM.

These Thryv Affiliate Marketing Program Terms and Conditions, any Exhibits attached hereto, and the Program Description make up the agreement between you and Advertiser (together, the “Agreement”) regarding your participation in the Thryv Affiliate Marketing Program (the “Affiliate Program”). By registering for and participating in the Affiliate Program, you acknowledge that you have read, understand, and agree to be bound by the Agreement. You represent that you have the authority to enter into the Agreement and are an authorized representative of a business entity authorized to conduct business by the jurisdiction in which it operates.

We may periodically update the Agreement. We might also choose to replace the Agreement in its entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program. If we update or replace the Agreement, we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as described below.

1. Definitions.

   “Action” means the activity described in the Program Description (click, lead, install, impression, etc.) that must be completed for Partner to earn a Default Payout.

   “Action Locking” means the period after which no adjustments will be made to an Action’s status.

   "Advertiser Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services, as well as any documentation, marketing collateral, training or how-to videos, webcasts or other tutorials, product specifications, websites, or other materials or information about Thryv Services that we make available to you or to Visitor.

   “Advertiser Marks” means the trademarks (registered and unregistered) described in Exhibit A to the Agreement.

   “Authorized Territory” means the United States of America and its territories, Australia, Barbados, Canada, the Cayman Islands, and New Zealand.

   “Credit Policy” means the policy as set for in the Program Description that describes to which participant of the Affiliate Program an Action is attributed.

   “Data Center Clicks” means those clicks where the IP address that the click originated from belongs to a hosting provider, like AWS or Google Cloud.

   “Default Payout” means the fee we agree to pay you, as set forth in the Program Description, for each Qualified Referral.

   “Impact.com” means Impact Tech, Inc., a Delaware corporation, with its principal place of business at 223 E. De La Guerra Street, Santa Barbara, CA 93101, USA.

   “Laws” means all applicable federal, state, provincial county and local statutes, laws, ordinances, regulations and codes in the United States, Canada, and your jurisdiction.

   “Qualified Referral” means a unique Action completed by a Visitor pursuant to the Program Description, including, but not limited to then Credit Policy and Referral Window.

   “Partner Link” means the unique tracking link that we make available to you via the Partner Tool which you place on your site or promote through other channels.

   “Partner Tool” means the tool provided by Impact.com that we require you to use upon your acceptance into the Affiliate Program, for your use in tracking and managing your participation in and receipt of payments related to the Affiliate Program.

   “Partner Tracking Pixel” means a tracking pixel belonging to Partner that is placed on Advertisers order confirmation pages.

   “Payout Scheduling” means timing of the Default Payout as set forth in the Program Description.

   “Performance Bonus” means an additional fee you may be eligible for based on your performance under the Affiliate Program if specified in the Program Description.

   “Program Description” means the section in the Partner Tool that sets for the Actions, Schedule, and Qualified Referrals applicable to the Affiliate Program.

   “Referral Window” means the time period beginning from the first click a potential Visitor makes on the Partner Link in which an Action must be completed.

   “Reversal Policy” means the policy as set forth in the Program Description that details the amount of a Default Payout that may be recovered due to a change in status of an Action.

   “Schedule” means the time period in which Action Locking occurs and payouts of Default Payouts are made as set forth in the Program Description.

   “Spend Limit” means the maximum total Default Payouts Partner may receive in a specified period as set forth in the Program Description.

   “Thryv Command Center” means the primary Visitor account for Thryv Services.

   “Thryv Services” means our small business management products and services, including Thryv Command Center, that are offered for subscription to Visitors, and are made accessible by us via https://www.thryv.com, https://www.thryv.ca (for use in Canada), https://www.thryv.com.au (for use in Australia), or another designated URL.

   “Visitor” means a business that completes an Action where such Action originates from the Partner Link.

   "We", "us", “our”, and “Advertiser” means:

   1. Thryv Canada Holdings, LLC if your principal place of business is Canada.
   2. Thryv, Inc., if you reside or have your principal place of business outside of Canada.

   “You” and “Partner” means the party, other than Advertiser, entering into the Agreement and participating in the Affiliate Program.

2. Non-Exclusivity

   The Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3. Partner Acceptance

   If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of the Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

   You will comply with the terms and conditions of the Agreement at all times.

   In order to use the Partner Tool, you are required to agree to Impact.com’s terms and conditions. You (i) acknowledge and agree the Partner Tool is provided to you by Impact.com and not us, and (ii) agree to the terms and conditions located at https://app.impact.com/content/displaympserviceagreement.ihtml (“Impact Terms”) which govern your use of the Partner Tool, and (iii) we have no liability related to your use or Impact.com’s provision of the Partner Tool except as expressly provided herein.

4. Qualified Referrals.
   1. We will pay you a Default Payout for each new and unique Qualified Referral unless, in our reasonable determination:
      1. you are not in compliance with the terms of the Agreement or to the extent you become ineligible to receive Default Payouts pursuant to the terms of the Agreement;
      2. such compensation is disallowed or limited by federal, state or local law or regulation of the territory where you are located;
      3. the Visitor has been obtained by fraudulent means, misuse of the Partner Link, misuse of the Partner Tool, or by any other means that we deem to breach the spirit of the Affiliate Program;
      4. if the Default Payout for the Action is click based, such clicks are Data Center Clicks; or
      5. at the time of submission or sixty (60) days prior, the Visitor is/was a pre-existing customer of Advertiser or any of its affiliates, or is/was involved in our active sales process, or has already participated in a demo of Thryv Services which did not originate via the Partner Link.

      Notwithstanding anything contained in this Section to the contrary, we may reject any Visitor in our sole discretion, in which case you will not be entitled to a Default Payout. Advertiser does not allow the use of Partner Tracking Pixels.

   2. Once we have received the Visitor information, we may elect to engage with the prospect directly, regardless of whether or not the Visitor is valid as per the terms herein. Any engagement between Advertiser and an Visitor will be at Advertiser’s discretion.
5. Authorization to Market Thryv Services
   1. Promotion and Use Limited to the Authorized Territories. You acknowledge that Thryv Services are not intended for use outside the Authorized Territory and agree that you will not use, or promote for use, Thryv Services outside the Authorized Territory or with any customers outside the Authorized Territory. Notwithstanding the generality of the foregoing, you will not collect, disclose, use or otherwise process pursuant to the Agreement any personally identifiable information or data from customers located in the European Union, European Economic Area, Switzerland, or the United Kingdom.
   2. Other Restricted Business Types. You acknowledge that Thryv Services may not be sold to businesses engaged in providing products or services of the following types: services of an “adult” nature, Cannabis or cannabis derivatives, pharmaceuticals; and dangerous products, such as guns or firearms. You also acknowledge that certain features or functionalities of Thryv Services may be restricted from use by businesses of certain types at our sole discretion.
6. Default Payouts; Requirements for Payment; Forfeiture; Taxes.
   1. In order to receive payment under the Agreement, you must have: (i) agreed to the terms of the Agreement (generally accepted through the Partner Tool); (ii) completed all steps necessary to create your account in the Partner Tool in accordance with our directions, (iii) have a valid and up-to-date payment account and updated the Partner Tool with such account, and (iv) completed any and all required tax documentation in order for Advertiser to process any payments that may be owed to you.
   2. Notwithstanding the foregoing or anything to the contrary in the Agreement, if any of the requirements set forth in Section 6.1(i-iv) remain outstanding for six (6) months immediately following the generation of a Qualified Referral, then your right to receive Default Payouts arising from any and all Qualified Referrals will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you a Default Payout associated with a Forfeited Transaction. Once you comply with all of the requirements in Section 6.1(i-iv), then you will be eligible to receive Default Payouts for Qualified Referrals, as long as the Qualified Referral does not involve the same customer associated with a Forfeited Transaction.
   3. Payment. We will pay Impact.com the Default Payouts and any applicable Performance Bonus due to you in accordance with the Program Description that you become eligible for per this Agreement. We will not pay more than one Default Payout on any given Qualified Referral. All payments will be paid in US dollars. Per the Impact Terms, Impact.com is responsible for making payment to you.
   4. Taxes. You are responsible for payment of all taxes applicable to the Default Payouts and Performance Bonuses. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
   5. Default Payout and Performance Bonus Amounts. We reserve the right to alter or change the Default Payout and Performance Bonus amount. We will post all information regarding the Default Payout and Performance Bonus amount in the Program Description.
7. Trademarks
   1. Partner Marks. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Affiliate Program and the Agreement.
   2. Advertiser Marks. Advertiser hereby grants to Partner a non-exclusive, revocable right and sublicense to use the Advertiser Marks for the sole purpose of marketing, promoting, and advertising the Thryv Services in the Authorized Territory. The Advertiser Marks are owned by or licensed to Advertiser, with permission to sublicense, by one or more licensors or Advertiser affiliates. Partner will not attach any additional trademarks, marks, or trade names to any Thryv Services and shall not use Advertiser Marks as part of Partner’s trademarks, service marks or trade names or in any other manner that would tend to imply that Partner has an affiliation with Advertiser, other than as set forth in the Agreement or approved in writing by Advertiser. Partner will do nothing to disparage or diminish the value of the Advertiser Marks, and Partner shall not use, register or attempt to register any confusingly similar mark or name, including any domain name that contains the Advertiser Marks or any confusingly similar verbiage or any keywords that use the Advertiser Marks. Partner shall not have the right to sell, assign, transfer, sublicense, convey, or encumber the license to use Advertiser Marks granted hereunder, and any such sublicense, sale, assignment, transfer, conveyance, or encumbrance shall be null and void unless approved by Advertiser in writing in advance of such transaction.
   3. Advertiser Review and Approval. Partner’s use of Advertiser Marks will at all times comply with the brand guidelines of Advertiser, which may be amended by Advertiser upon notice to Partner. Any proposed use by Partner of the Advertiser Marks must be reviewed and approved in writing by Advertiser prior to Partner use. Submissions must be made to [email protected].
   4. Title. Advertiser, one of its affiliates, or licensors, as applicable, retains the ownership of all right, title and interest in and to the Advertiser Marks and all copyrights and other proprietary rights therein and Partner shall acquire no rights therein. Any and all benefits arising from Partner’s use of the Advertiser Marks, including the development of goodwill in the Advertiser Marks shall accrue to and be for the sole benefit of Advertiser, its affiliates, or licensors that owns the applicable Advertiser Mark.
   5. Termination. The license to use Advertiser Marks will terminate and Partner will immediately cease using Advertiser Marks upon (1) Advertiser providing notice to Partner of its intent to terminate the license, or (2) expiration or termination of the Agreement, whichever occurs first.
8. Proprietary Rights.
   1. Advertiser’s Proprietary Rights. No license to any software is granted by the Agreement. Thryv Services, Advertiser Content, the Advertiser Marks, as well as any websites or other interfaces we use to support, market, take orders, sell or fulfill sales of Thryv Services, or to administer the Affiliate Program (excluding the Partner Tool), or any additional trademarks or marketing materials we use but do not provide for your use hereunder (collectively, the “Advertiser Materials”) belong to, and are the property of, us (or our licensors, if any) and are protected by intellectual property laws. We retain all ownership rights in the Advertiser Materials. You agree not to copy, rent, lease, sell, distribute, provide unauthorized access to or create derivative works based on the Advertiser Materials, in whole or in part, by any means, except as expressly authorized in writing by us.
   2. Partner Tool. The Partner Tool belongs to, and is the property of, Impact.com and is protected by intellectual property laws.
   3. Feedback. Any questions, comments, suggestions, ideas, original or creative materials or other information you provide about Advertiser Materials or our products or services (collectively, “Feedback”), is non-confidential and will become the sole property of Advertiser. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9. Confidentiality
   1. As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, (ii) which is otherwise known by the Receiving Party to be confidential or proprietary, (iii) which the Receiving Party should otherwise recognize as being confidential or proprietary due to the nature of the information and/or the circumstances surrounding the disclosure. For the avoidance of doubt, Advertiser customer and prospect information, whether or not otherwise designated as confidential, is the Confidential Information of Advertiser. Confidential Information does not include information which (a) is in, or enters the public domain without breach of the Agreement, (b) the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (c) was lawfully in the Receiving Party 's possession, without restriction as to disclosure, prior to the Disclosing Party's disclosure of the same, or (d) is developed independently by the Receiving Party without reference to any of the Disclosing Party’s Confidential Information or other information that the Disclosing Party disclosed in confidence to a third party.
   2. The Receiving Party shall (i) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party and binding such third party to a confidentiality agreement with terms no less restrictive than the terms contained herein, (ii) use Confidential Information only for the purposes of the Agreement, (iii) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and (iv) restrict access to Confidential Information to employees on a need-to-know basis, and only in order to perform any services or analysis necessary to fulfill the Receiving Party’s obligations hereunder. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by government or judicial order, provided that the Receiving Party gives the Disclosing Party prompt notice of such order (if legally allowed) and complies with any protective order (or equivalent) imposed on such disclosure. In the event of inadvertent disclosure of Confidential Information, the Receiving Party will promptly notify the Disclosing Party and will take necessary steps to prevent further inadvertent disclosure.
10. Opt Out and Unsubscribing

    You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of the Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.

11. Term and Termination
    1. Term. The term of the Agreement will begin upon the date in which we notify you that you have been accepted in the Affiliate Program and will continue until terminated as provided herein (the “Term”).
    2. Termination Without Cause. Either party may terminate the Agreement on fifteen (15) days written notice to the other party for any or no reason.
    3. Termination for Agreement Changes. If we update or replace the terms of the Agreement, you may terminate the Agreement on five (5) days written notice to us, provided that you send us written notice within thirty (30) days after we send you notice of the change.
    4. Termination for Cause. We may terminate the Agreement: (i) upon five (5) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become 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 you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (iv) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
    5. Effects of Expiration/Termination. Expiration of the Agreement, and termination of the Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section above, shall not affect our obligation to pay you a Default Payout, so long as the Qualified Referral is generated prior to such date of such termination or expiration. We will not pay you Referral Lead Fees for referrals generated after such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Default Payout will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive a Default Payout prior to the date of termination. Except as expressly set forth in this Section, you are not eligible to receive a Default Payout payment after expiration or termination of the Agreement. Upon termination or expiration, Qualified Referrals are not considered valid, and we may choose to maintain the same in our database and engage with the associated customer and/or prospect. Upon termination or expiration, you will immediately discontinue all use the Advertiser Marks and remove references to this Affiliate Program from your website(s) and other collateral.
12. Partner Representations and Warranties

    You represent and warrant that: (i) you meet the qualifications and criteria to participate in the Affiliate Program and all information you provided in your application to the program and upon registration of your affiliate account is true and accurate and will remain so at all times during the Term or you will immediately notify us of any changes; (ii) your participation in the Affiliate Program will not conflict with any of your obligations under a third-party agreement or other arrangement or any fiduciary or other duty you owe to a third-party company or other entity or cause a conflict of interest; (iii) in relation to your participation in the Affiliate Program, including your marketing of Thryv Services hereunder, you will comply with any and all applicable Laws; (iv) you own or have sufficient rights to use and to grant to us the rights granted herein to use the Partner Marks, (v) you will, at all times, conduct yourself 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 us, our customers, or to the public, and will take no action or inaction that is likely to disparage or harm the reputation of Advertiser or our products and services; (vi) you will not refer any customer who you know or believe may use Thryv Services for any illegal purpose; (vii) you will not use the Advertiser Materials for any illegal purpose; (viii) you will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests from potential customers, and you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests you receive in relation to your marketing efforts for Thryv Services. You further represent, warrant, covenant and agree that you will not engage in, or knowingly permit any third party to engage in any conduct which: (i) results in the generation of invalid Actions, (ii) provides Visitors with any pecuniary rewards, points or other unrelated benefit completing an Action (including, without limitation, offering an incentive), or (iii) increases or inflates the number of Actions without providing any corresponding benefit to Advertiser, including without limitation, conduct intended to increase the compensation payable to you hereunder.

13. Indemnification

    You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Claim") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Claim is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of the Agreement, including a breach of Section 12 and for any representation that is false, (d) your use of the Partner Tool, or (e) our use of the Partner Marks. We will notify you in writing within thirty (30) days of our becoming aware of any such Claim, give you sole control of the defense or settlement of such a Claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the Claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

14. Disclaimers; Limitations of Liability
    1. Disclaimer of Warranties. THE THRYV SERVICES AND PARTNER TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE THRYV SERVICES AND THE PARTNER TOOL, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATED COMPANIES, VENDORS, AGENTS, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE THRYV SERVICES, ADVERTISER CONTENT, THE AFFILIATE PROGRAM OR THE PARTNER TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE PARTNER TOOL MAY NOT BE AVAILABLE AT ALL TIMES.
    2. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE, TYPE OR FORM OF THE CLAIM, WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, EQUITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. THE LIMITATION OF LIABILITY IN THIS SECTION 14.2 SHALL NOT APPLY TO PARTNER’S OBLIGATIONS UNDER SECTION 13, INDEMNIFICATION.
    3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THE AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL DEFAULT PAYOUT AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED QUALIFIED REFERRALS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM, AND (II) $1,000 USD.
15. Cookie Duration

    COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A 90 DAY DURATION (“Cookie Duration”). IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, ADVERTISER SHALL NOT BE LIABLE FOR ANY DEFAULT PAYOUTS THAT MAY HAVE BEEN OWED TO YOU.

16. Non-Solicitation

    You agree not to intentionally solicit for employment any of our employees or contractors during the term of the Agreement and for a period of twelve (12) months following the termination or expiration of the Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

17. General
    1. Amendment; No Waiver. We may need to periodically update the Agreement and we reserve the right to do so. We might also choose to terminate or replace the Agreement in its entirety if, for example, the Affiliate Program changes, ends, or becomes part of another program. If we end, update or replace the Agreement or any part of it we will let you know via electronic means, which may include notification in the Partner Tool or by email to the address you provided us or as otherwise provided in the Notices section below, prior to any change. If we change the Agreement, the "Last Modified" date, above, will be updated to reflect the date of the most recent version. Any changes that affect the Default Payout rate will apply to any new Qualified Leads from the date we provide you notice of such change. If you don’t agree to any update, change or replacement we make, you can choose to terminate as described in Section 11, Term & Termination. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
    2. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration.
       1. Where you are contracting with Thryv, Inc. and you are not located in Australia: In any legal proceeding relating to the 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 the Agreement (other than claims to collect amounts you owe) 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 we 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 you are contracting with Thryv Canada Holdings, LLC: Any claim, controversy, or dispute that arises under or relates to the Agreement (other than claims to collect amounts you owe) will be referred by the aggrieved party to binding arbitration under the Arbitration Act (1991). The arbitration shall occur in Toronto, Canada unless we mutually agree to another location.
       3. If you are located in Australia, Section 17.2.1 does not apply to you.
       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 the Agreement, seek from a court of competent jurisdiction any equitable, interim or provisional relief only to avoid irreparable injury.
    3. Governing Law and Jurisdiction. You agree that:
       1. Where you are contracting with Thryv, Inc. and you are not located in Australia, the Agreement will be governed by Texas law. Exclusive venue and jurisdiction for all claims and disputes that are not subject to arbitration pursuant to Section 17.2 will be in the state and federal courts located in Tarrant County, Texas.
       2. Where you are contracting with Thryv Canada Holdings, LLC, the Agreement and any dispute arising out of or related to the Agreement, will be governed exclusively by the laws of Ontario and applicable Canadian federal laws, without regard to its conflicts of laws rules. Exclusive venue and jurisdiction for all claims and disputes that are not subject to arbitration pursuant to Section 17.2 will be in the provincial and federal courts located in Toronto, Ontario.
       3. Where you are contracting with Thryv, Inc. and you are located in Australia, the Agreement will be governed by the laws of Victoria, Australia, without regard to the conflict of laws provisions thereof. Exclusive venue and jurisdiction for all claims and disputes in connection with the Agreement will be in the state and federal courts located in Victoria, Australia.
    4. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
    5. Time Limited on Claims Permitted. Except for actions for nonpayment, breach of a party’s proprietary rights, or a party’s indemnification obligations, no action, regardless of form, arising out of or relating to the 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.
    6. Independent Contractor. Partner is an independent contractor of Advertiser and not its employee, agent, partner, or joint venturer. Partner and its Personnel are not eligible to participate in any of Advertiser's employee benefit or similar programs, and the exclusive consideration payable by Advertiser to Partner for the provision of referrals will be the Default Payouts described herein. “Personnel” means employees, subcontractors, agents, and other Partner resources. Partner warrants that it will comply with all laws, regulations and contracts regarding employment and taxes so as to relieve Advertiser fully from and protect and indemnify it against all cost, responsibility or liability for any actual or claimed noncompliance. Partner shall fully inform all of its employees, officers and agents performing referrals that they will not be considered employees of Advertiser for any purpose, and that Advertiser shall not be liable to any of them as an employer in any amount for any claims or causes of action arising out of or relating to the Agreement. Partner is responsible for all of its wages, taxes and fees, including without limitation taxes on Referral Advertiser’s revenues or income.
    7. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Thryv Services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Thryv Services to prohibited countries or individuals or permit use of the Thryv Services by prohibited countries or individuals.
    8. Severability. If any part of the Agreement is determined to be invalid or unenforceable by applicable Law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect.
    9. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt, or if sent to you via email, one day after the email is sent.

    To Advertiser:

    If you are not located in Australia: Thryv, 2200 West Airfield Dr. PO Box 619810, DFW Airport, TX 75261. Attention: Contract Management.

    If you are located in Australia: Thryv Australia, Locked Bag 2910, Melbourne VIC 3001

    To you: your address as provided in our affiliate account information for you.

    We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

    10. Entire Agreement. The Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Thryv Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Thryv Services.
    11. Assignment. You will not assign or transfer the Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign the Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
    12. No Third-Party Beneficiaries. Nothing in the Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
    13. Authority. Each party represents and warrants to the other that it has full power and authority to enter into the Agreement and that it is binding upon such party and enforceable in accordance with its terms.
    14. Survival. The respective obligations of the parties under the Agreement, which by their nature would continue beyond the termination, cancellation, or expiration of the Agreement, including, but not limited to, confidentiality and indemnification obligations, will survive termination, cancellation or expiration of the Agreement.