Thryv^® Ambassador Program Terms and Conditions

Last Modified September 20, 2024

PLEASE READ THESE THRYV AMBASSADOR PROGRAM TERMS AND CONDITIONS CAREFULLY.

These Thryv Ambassador Program Terms and Conditions and any Exhibits or Schedules attached hereto, as well as any Program Policies (as defined herein) make up the agreement (together, the “Agreement”) between Ambassador and Company regarding your participation in the Thryv Ambassador Program (the “Ambassador Program”). By registering for and participating in the Ambassador 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 US state(s) or jurisdiction in which it operates.

Definitions.
“Commission” means the fee you earn for each Qualified Action in a given month, pursuant to this Agreement.

“Company”, "we", "us", and “our” means:
1. Thryv, Inc., if you reside or have your principal place of business in the United States, Australia, Barbados, the Cayman Islands, or New Zealand.
2. Thryv Canada Holdings, LLC if your principal place of business is Canada.
“Laws” means all applicable federal, state, provincial, county and local statutes, laws, ordinances, regulations and codes of the Territory where you are located.

“Ambassador” and “you” means the party entering into this Agreement with us and participating in the Ambassador Program.

“Ambassador-Referred Customer” means during the Term, subject to the requirements in Section 5 below, a new customer who completes a Qualified Action within 180 days of Ambassador inputting lead information into the Ambassador Tool. For clarity, Ambassador-Referred Customers, shall be customers of Company and shall agree to the Thryv Services Terms and Conditions with Company in order to purchase Thryv Services.

“Ambassador Tool” means the tool provided by PartnerStack Inc (“PartnerStack”) that we require you to use upon your acceptance into the Ambassador Program, for your use in tracking and managing your participation in and receipt of payments related to the Ambassador Program.

“Program Policies” means any additional policies that will be applicable to your participation in the Ambassador Program, which we may provide directly to you or via the Ambassador Tool or the Ambassador Program website or such other website that we may designate for that purpose.

“Qualified Action” means the actions listed in Exhibit A for which Ambassador may earn a Commission.

“Subscription Service(s)” means the individual functionalities and modules purchased with a Thryv Services package.

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

“Thryv Command Center” means the primary Ambassador-Referred Customer account for Thryv Services.

"Thryv Content" means all information, data, text, documents, messages, software, images, photographs, video, graphics, logos, urls, links and tags that we provide and incorporate into our service/Thryv 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 Users.

“Thryv Services” means our small business management products and services, including Subscription Services, that are offered for subscription to Ambassador-Referred Customer, 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), https://www.thryv.co.nz (for use in New Zealand), or another designated URL.

“User” means each Ambassador-Referred Customer authorized end user of Thryv Services.

"User Materials" means all information, data, text, documents, messages, images, photographs, video, graphics, logos, urls, tags, links, etc., that a User, or someone acting on behalf of a User, submits or collects via Thryv Services and all materials that a User or its authorized representative provides or posts, uploads, inputs or submits for public display through Thryv Services.
Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. This Agreement shall in no way limit our right to sell Thryv Services or any other products or services, directly or indirectly, to any current or prospective customers.
Ambassador Acceptance
Once you complete an application to become an Ambassador, we will review your application and notify you if you have been accepted to participate in the Ambassador Program. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements before we accept your application. If we do not notify you that you are or are not accepted to participate in the Ambassador Program within sixty (60) days from your application submission, your application is considered to be rejected.

If you are accepted to participate in the Ambassador Program, then the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the provisions set forth herein. You will comply with the terms and conditions of this Agreement at all times, and you will ensure that your representations and warranties in Section 10 remain true and accurate throughout the Term.

Further, you will need to complete any enrollment criteria set out in the Program Policies, as applicable. Failure to complete any enrollment criteria within a reasonable time of your acceptance may result in the termination of this Agreement and you will no longer be able to participate in the Ambassador Program.

In order to use the Ambassador Tool, you are required to agree to PartnerStack’s terms and conditions. You (i) acknowledge and agree the Ambassador Tool is provided to you by PartnerStack and not us, and (ii) agree to the terms and conditions located at https://www.partnerstack.com/policies#terms-of-service (“PartnerStack Terms”) which govern your use of the Ambassador Tool, and (iii) we have no liability related to your use or PartnerStack’s provision of the Ambassador Tool except as expressly provided herein.
Authorization to Market and Offer Thryv Services
1. During the Term of this Agreement, and subject to your continued compliance with this Agreement, we authorize you to identify yourself as a Thryv Services Ambassador using the Ambassador badge we provide (the “Ambassador Badge”) to market Thryv Services to your customers and prospects for sale by us. You may add the Ambassador Badge to your website, other online properties, and offline marketing materials to show that we recognize you as a Thryv Services Ambassador. You cannot show the Ambassador Badge in any manner that implies a relationship with Company other than as set forth in this Agreement, nor in a way that could be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of Company.
2. Territory - Promotion and Use Limited to the United States, Australia, Barbados, Canada, the Cayman Islands, and New Zealand. You acknowledge that Thryv Services is not intended for use outside the Territory. You agree that you will not use, or promote for use, Thryv Services outside the Territory, or for use by Users who intend to use Thryv Services for their own clients located outside the Territory.
3. 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.
4. License for Ambassador Badge. Company hereby grants to Ambassador a limited, non-exclusive, non-transferrable and non-sublicensable, revocable right and sublicense to use the Ambassador Badge in the Territory for the sole purposes set forth in Section 4.1. This license to use the Ambassador Badge will terminate and Ambassador will immediately cease using Ambassador Badge upon (1) Company providing notice to Ambassador of its intent to terminate the license, or (2) expiration or termination of the Agreement, whichever occurs first. Company reserves the right to terminate this license to the Ambassador Badge at any time in its sole discretion. Other than the license granted in this Section, Company grants no license to any intellectual property, including trademarks, to Ambassador.
Commissions
1. Commission for Qualified Actions. You will earn a Commission for Qualified Actions completed during the Term in accordance with this Section and Exhibit A to this Agreement. We may modify Exhibit A from time to time in accordance with Section 13 below. Commission will be earned for Qualified Actions made during the Term unless we determine in our reasonable discretion that:
Ambassador Commission Payment; Taxes; Requirements for Payment; Forfeiture.
1. Payment. We will pay PartnerStack the Commission amount due to you each month. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us, including outside the Ambassador Program. Our obligation to pay Commission shall take effect upon the date in which we notify you that you have been accepted in the Ambassador Program and will continue for the duration of the Term but shall not survive beyond the termination of the Agreement. PartnerStack’s obligation to pay such Commissions to you shall be governed by the PartnerStack Terms.
2. Taxes. You are responsible for payment of all taxes applicable to the Commissions paid to you.
3. In order to earn Commissions under this Agreement, you must (i) have agreed to, and continue to be in compliance with, the terms of this Agreement; and (ii) completed all steps necessary to create your Ambassador Program account in accordance with our directions.
4. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the pre-requisites to earn Commission set forth in Section 6.3(i-ii) remain uncompleted and outstanding six (6) months after a Commission is first payable for an Ambassador-Referred Customer, then your right to receive such Commission and any Commission earned during such six (6) month period will be forever forfeited (each, a “Forfeited Transaction”). Once you comply with all of the requirements in Section 6.3(i-ii), then you will be eligible to receive Commissions from the date you become compliant, provided in no event will we have any obligation to fund any previously earned Commission associated with a Forfeited Transaction.
Proprietary Rights.
1. Company’s Proprietary Rights. No license to any software is granted by this Agreement. Thryv Services, Thryv Content, the Thryv 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 Ambassador Program (excluding the Ambassador Tool), or any additional trademarks or marketing materials we use but do not provide for your use hereunder (collectively, the “Thryv 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 Thryv Materials. You agree not to copy, rent, lease, sell, distribute, provide unauthorized access to or create derivative works based on the Thryv Materials, in whole or in part, by any means, except as expressly authorized in writing by us.
2. Ambassador Tool. The Ambassador Tool belongs to, and is the property of, PartnerStack and is protected by intellectual property laws.
3. Feedback. Any questions, comments, suggestions, ideas, original or creative materials or other information you provide about Thryv Materials or our products or services (collectively, “Feedback”), is non-confidential and will become the sole property of Company. 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.
4. Ambassador-Referred Customer’s Proprietary Rights. As between you and any Ambassador-Referred Customer, the Ambassador-Referred Customer retains the right to access and use the Thryv Services portal associated with the Thryv Services they purchase. For the avoidance of doubt, Ambassador-Referred Customers will own and retain all rights to their User Materials.
5. Ambassador Marks. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Ambassador Marks”) in connection with your participation in the Ambassador Program.
Confidentiality
1. As used herein, “Confidential Information” means all non-public 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, and (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 its disclosure. For the avoidance of doubt, Company customer and prospect information, whether or not otherwise designated as confidential, is the Confidential Information of Company. Confidential Information does not include information that (a) is in, or enters the public domain without breach of this 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 obtaining 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) restrict access to the Disclosing Party’s Confidential Information to Receiving Party 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, (iii) use Confidential Information only for the purposes of this Agreement, (iv) 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). 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 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.
Term and Termination
1. Term. This term of this Agreement will begin upon the date in which we notify you that you have been accepted in the Ambassador Program and will continue until terminated as provided herein (the “Term”).
2. Termination Due to Lack of New Qualified Actions. This Agreement will automatically terminate without notice in the event no new Qualified Actions are completed within any twelve (12) month period.
3. 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.
4. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this 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. The terms of this Section do not apply to changes made to Company brand guidelines.
5. Termination for Cause. We may terminate this Agreement: (i) upon five (5) days’ notice to you of a material breach of this Agreement 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 Thryv Services subscription with us (if you have one), including if you default on your payment obligations to us, 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 or our products and services, our prospects, our customers, the Ambassador Program, any other ambassador or participant in any of our other third-party marketing or sales programs.
6. Effects of Expiration/Termination.
  1. Upon termination or expiration of this Agreement, you will discontinue all access to and use of any Company marketing materials and all other Thryv Materials that we may have made available to you for your participation in the Ambassador Program. You will immediately discontinue all use of the Thryv Marks and remove references to the Ambassador Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause an Ambassador-Referred Customer’s subscription agreement for Thryv Services with Company to be terminated. After termination or expiration, we will maintain all customer records in our databases and other systems and continue to engage with all of our customers, including those who came in as Ambassador-Referred Customers.
  2. You are not eligible to receive a Commission payment after expiration or termination of this Agreement.
  3. The respective obligations of the parties under this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, including, but not limited to, confidentiality and indemnification obligations, will survive termination, cancellation or expiration of this Agreement.
Ambassador Representations and Warranties
You represent and warrant that: (i) you meet the qualifications and criteria to participate in the Ambassador Program and all information you provided in your application to the program and upon registration of your Ambassador Program 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 Ambassador 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 Ambassador Program, including your marketing of Thryv Services hereunder, you will comply with any and all applicable Laws; (iv) you will comply with the Payment Card Industry (PCI) rules and procedures for the secure handling of any payment card information provided to you for the purposes of purchasing Thryv Services via Company’s order entry system; (v) you will not, and will not permit or assist anyone else to copy, decompile, or reverse engineer any part or feature of Thryv 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 our websites, applications, hardware, software, platforms or systems, or those of any user; (vi) you own or have sufficient rights to use and to grant to us the rights granted herein to use the Ambassador Marks, (vii) 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 Company or our products and services, including Thryv Services; (viii) you will not refer any customer who you know or believe may use Thryv Services for any illegal purpose; (ix) you will not use the Thryv Materials for any illegal purpose; (x) you will not process any fictitious or otherwise invalid or fraudulent orders via the Thryv Services order entry system, and you will not impersonate any User, or act outside the authority explicitly granted to you by a User, in agreeing to the Thryv Services terms and conditions, authorizing a credit card or other payment account payment, or authorizing the purchase of Thryv Services; (xi) you will not complete the Thryv Services account set up, registration or the setup of any Thryv Services features on behalf of any User; (xii) you will not use your access to the Thryv Services order entry system to purchase Thryv Services yourself, either for your own use or for the purposes of resale to any customer or in order to provide access to any competitor of Thryv Services, (xiii) you will not lease, rent, share, distribute, sublicense, or otherwise grant any third party access to your log in to the Thryv Services order entry system, and (xiv) 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.
Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, a "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 Ambassador Program, (b) your misuse of the Thryv Materials; (c) your breach of or noncompliance with your representations or warranties or the provisions of this Agreement, (d) disputes between you and your prospects and/or clients that do not result from our provision of Thryv Services; (e) your violation of applicable Laws in connection with your activity related to this Agreement; or (f) our use of the Ambassador Marks as authorized herein. 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.
Disclaimers; Limitations of Liability
1. Disclaimer of Warranties. THE THRYV MATERIALS 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 MATERIALS, 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 AFFILIATES, COMPANIES, VENDORS, AGENTS, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE COMPANY PRODUCTS AND SERVICES, THE THRYV MATERIALS, THE AMBASSADOR PROGRAM OR THE AMBASSADOR TOOL FOR ANY PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT ANY WEBSITES, INTERFACES, PORTALS, PLATFORMS, APPLICATION PROGRAMMING INTERFACES (APIs) AND TOOLS, INCLUDING OUR ORDER ENTRY SYSTEM MAY NOT BE AVAILABLE AT ALL TIMES UNINTERRUPTED.
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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. THE LIMITATION OF LIABILITY IN THIS SECTION 12.2 SHALL NOT APPLY TO AMBASSADOR’S OBLIGATIONS UNDER SECTION 11, INDEMNIFICATION.
3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS 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 COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM, and (II) $1,000 USD.
General
1. Amendment; No Waiver. We may need to periodically update this 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 Ambassador 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 Ambassador 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 this Agreement, the "Last Modified" date, above, will be updated to reflect the date of the most recent version. Any changes that affect the Commission rate will not apply to any existing Ambassador-Referred Customer for 90 days 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 9, 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. Independent Contractor. Ambassador is an independent contractor of Company and not its employee, agent, partner or joint venturer. Ambassador and its Personnel are not eligible to participate in any of Company's employee benefits or similar programs, and the exclusive consideration payable by Company to Ambassador for the provision of referred customers will be the Commission described herein. “Personnel” means employees, subcontractors, agents, and other Ambassador resources. Ambassador warrants that it will comply with all Laws regarding employment and taxes so as to relieve Company fully from and protect and indemnify it against all cost, responsibility or liability for any actual or claimed noncompliance. Ambassador shall fully inform all of its Personnel performing marketing for Thryv Services that they will not be considered employees of Company for any purpose, and that Company 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 this Agreement. Ambassador is responsible for all of its wages, taxes and fees, including without limitation taxes on Ambassador’s revenues or income.
3. 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 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 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 this 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 13.3.1 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 this Agreement, seek from a court of competent jurisdiction any equitable, interim or provisional relief only to avoid irreparable injury.
4. 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 13.3 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 this 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 13.3 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 this Agreement will be in the state and federal courts located in Victoria, Australia.
  4. Where you are contracting with Thryv, Inc. and you are located in New Zealand, the Agreement will be governed by the laws of New Zealand. The exclusive venue and jurisdiction for all claims and disputes that are not subject to binding arbitration will be the courts of New Zealand.
5. 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, regardless of form, 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.
6. 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 was not reasonably preventable 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.
7. 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.
  If you are not located in Australia or New Zealand: Thryv, 2200 West Airfield Dr. PO Box 619810, DFW Airport, TX 75261 - Attention: Contract Management
  
  If you are located in Australia or New Zealand: Thryv Australia, Locked Bag 2910, Melbourne VIC 3001
  
  To you: your address as provided in our Ambassador account information for you. We may also give electronic notices specific to you by email to your e-mail address(es) and/or notice by telephone calls to the telephone number(s) on record in our account information for you.
8. Entire Agreement. This Agreement is the entire agreement between us for the Ambassador 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 Thryv Services or dependent on any oral or written public comments made by us regarding future functionality or features of Thryv Services.
9. Severability. If any part of this 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.
10. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or successor in interest in the event of merger, reorganization, sale of all or substantially all of our assets related to the Ambassador program, change of control or operation of law.
11. No Third Party Beneficiaries. Nothing in this 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 this Agreement.
12. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

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