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Plans for 2024 ExpertSender Email Marketing Platform (EMP)

Partner Program - Terms & Conditions

EXPERT SENDER PARTNER PROGRAM

General provisions
1. This Partner Program Agreement (the “Agreement”) sets out the legally binding terms and conditions of the agreement between you (“Partner”) and ExpertSender S.A. (“ExpertSender”) regarding your participation in the ExpertSender Partner Program (the “Program”).
2. By checking the box in the registration process, you agree to be bound by the terms and conditions (“Terms&Conditions”) of this Agreement.
3. ExpertSender uses PartnerStack to keep track of the Partner Account and the Referrals that the Partner will send. The access and use of PartnerStack account shall be governed by their terms and privacy notice. For further information please check https://www.partnerstack.com/privacy-policy .
4. The contact details under which the Partner can contact ExpertSender quickly and effectively are:
• e-mail address: Pawel Szatkowski
• phone: +48 573 444 528
• address: ul. C.K. Norwida 1, 80-280 Gdańsk, Poland.
5. For the purposes of this Agreement the Partner and ExpertSender adopt the following definitions of the terms used herein:
a) Resources – shall mean all logos, documents, information, items and materials in any form, which are provided by ExpertSender to the Partner in connection with this Agreement;
b) Commission – the payments ExpertSender make to a Partner in return for successfully referring ExpertSender to a new client with who a service agreements is successfully concluded, calculated in accordance to the terms set out in this Agreement;
c) Partner – an individual, corporation, limited liability company, or other entity that signed up for the Partner Program and agreed to the Terms&Conditions and that participates in the Program;
d) Referral(s) – the client that signs up a service agreement with ExpertSender;
e) Partner Account – a ExpertSender Partner Program account on PartnerStack;
f) Partner Panel – a dedicated page for the Partner available at www.app.partnerstack.com/login that allows the Partner to manage their Account, access Resources and monitor their performance under the ExpertSender Program.
g) SQL – sales qualified lead, a contact or account with buying intent that appears interested in ExperSender as a candidate for their purchase of services
Personal data processing
1. By accessing the Program, Partner expressly consents to the collection, use, storage, processing, and disclosure of their information, including their personal data, as well as data subject Partner employees while using the Program, in accordance with the Privacy Policy, and the General Data Protection Regulation (GDPR EU 2016/679) related documents.
2. Partner agrees and warrants that they comply with all applicable data protection laws (including GDPR) while collecting and processing their clients’ personal data gained for the purpose of accessing the Program (including but not limited to: gaining consents for data processing, if applicable, and gaining consents for data transfer). The Partner is solely responsible for the lawful acquisition and processing of personal data transferred through the Program.

Commission.
1. Partner is entitled to receive Commission in one of the following options:

a) Referring Partner: $250 USD (two hundred fifty) for each SQL, $500 USD (five hundred) commission from the first invoice paid by the referred client after the client has been accepted by ExpertSender’s sales department;

b) Agency Partner: $250 USD (two hundred fifty) for each SQL, 15% commission throughout 36 months of effective contract with a referred client, bonus: $250 USD (two hundred fifty) for every 3 SQLs referred each quarter;

c) Silver Partner: $200 USD (two hundred) for each SQL, 10% commission throughout 12 months of effective contract with a referred client, bonus: $250 USD (two hundred fifty) for every 3 SQLs referred each quarter;

d) Gold Partner: $250 USD (two hundred fifty) for each SQL, 20% commission throughout 12 months of effective contract with a referred client, bonus: $300 USD (three hundred) for every 3 SQLs referred each quarter. To become a Diamond Partner, the Partner must generate a total revenue of $25,000 USD (twenty-five thousand);

e) Diamond Partner: $300 USD (three hundred) for each SQL, 30% commission throughout 12 months of effective contract with a referred client, bonus: $350 USD (three hundred fifty) for every 3 SQLs referred each quarter. To maintain Diamond Partner status, the Partner must generate a total revenue of $300,000 USD (three hundred thousand).

ExpertSender will provide all invoicing that could be used to verify each purchase made by a client.
2. ExpertSender may pay any Commission due via PayPal, bank transfer, or such other method provided by PartnerStack. The Partner acknowledges and agrees that ExpertSender and PartnerStack will require certain information (such as, for example, bank account number or verified PayPal ID) in order to process the Commission payment.
3. Any bank fees relating to the wire transfers, including transfer prices, shall be covered by the Partner.
License
1. ExpertSender retains all right, title, ownership, and interest in resources, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement will be construed to grant you any right, title or ownership or in the underlying intellectual property, other than the right to use Resources in accordance with the License, as set forth below.
2. ExpertSender agrees, at its sole discretion, to grant Partner a license to use materials containing ExpertSender’s services descriptions, terms and conditions, as well as logos and other promotional materials.
3. The Partner agrees that all uses of the resources will be on behalf of ExpertSender and the goodwill associated therewith will inure to the sole benefit of ExpertSender. The term of the license will expire upon the expiration or termination of this Agreement.
4. Partner is not entitled to promote and offer services to prospective clients under terms and conditions that are not consistent with services’ terms and conditions provided by ExpertSender. Partner will make no representations or guarantees concerning services, which are false, misleading or inconsistent with the representations set forth in marketing materials, published and supplied by ExpertSender.
5. Partner may not attempt to register any trademarks, service marks, logos, brand names, trade names, domain names, email addresses and/or slogans similar or confusingly similar to the ones to which ExpertSender is entitled.
6. Furthermore, Partner agrees not to associate any actions undertaken in fulfillment of the obligations arising out of this Agreement, and/or the content of marketing materials, with business practices that:
a) are unlawful, threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, tortuous or invasive of another person’s privacy;
b) victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c) infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, unauthorized copying and posting of pictures, logos, software, articles, musical works, and videos;
d) violate any law, statute, ordinance, or regulation including, without limitation, those governing consumer protection, unfair competition, discrimination, or false advertising;
e) offer or disseminate fraudulent services, schemes, or promotions (e.g. make-money-fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice.

Indemnification
1. Partner agrees to indemnify, defend and hold harmless ExpertSender and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of:
a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement;
b) Partner’s gross negligence or wilful misconduct;
c) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) and
d) any breach of applicable law by the Partner.
2. In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

5 Confidentiality
7. Partner undertakes that it shall not at any time disclose to any person any confidential
Information (“Confidential Information”) concerning all data and information whether in written, machine readable, or other
tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, including in particular (but not limited to) commercial and trade secrets, know-how and other intellectual property rights, any technical and financial information regarding the activities of ExpertSender and its affiliated entities, current and future business and expansion plans and strategies of ExpertSender and its affiliated entities, any information about the clients, contractors and clients of ExpertSender and its affiliated entities; pricing, sales and marketing policies, techniques and concepts of ExpertSender and its affiliated entities and other information concerning the business operations thereof, any details relating to the internal organization, personnel, management policies, its financial status, state of art of the technical (including IT) development and/or advancement of ExpertSender and its affiliated entities.
2. The term Confidential Information shall not include the information disclosed by ExpertSender which at the date of its disclosure or receipt by the Partner is publicly known, and/or became publicly known following its disclosure or receipt by the Partner other than as a result of disclosure made or caused by ExpertSender, was lawfully known or in the possession of Partner prior to disclosure by ExpertSender, was obtained from a third party who as to the Partner’s best knowledge is not bound by any form of confidentiality undertaking to the disclosing Party, and/or is required to be disclosed by the Partner by law in force, court’s or administrative authority’s order, all acting on the basis of law in force.

In case of any doubts whether the information that the Partner intends to disclose to an unauthorized person or to broadcast within the meaning of the Agreement, the Partner is obliged to obtain a written consent of ExpertSender within 2 working days period from the receipt of such a request.
3. Partner shall keep all Confidential Information received from ExpertSender strictly confidential during the term of Agreement and for a period of three (3) years after the expiration or termination of this Agreement. Partner shall preserve and protect Confidential Information from disclosure by exercising the same degree of care that it exercises to preserve and protect its own Confidential Information, but in no case less than reasonable care. Neither party shall use, sell, license, lease, or otherwise allow third parties to use the Confidential Information of the other party, in any way, for its own or any third party’s benefit.
4. In the event of breach by the Partner of any obligation set out in § 5 of this Agreement, ExpertSender is entitled to demand a contractual penalty in the amount of 5000 USD (say: five thousand USD) for each breach of an obligation. Payment of a contractual penalty does not exclude the possibility of suing for damages on general terms, in case when the losses sustained exceed the amount of contractual penalty.

Term and Termination
1. These Terms shall commence upon the effective date and continue until terminated in the manner set forth below. The Partner may withdraw from the Program at any time by ExpertSender in writing. ExpertSender may suspend or terminate Partner’s participation in the Program, in whole or in part, without prior written notice: (i) for any breach of these Terms & Conditions or any other agreement related to the participation in the Program, (ii) for any attempt to impair the integrity of the Program as determined by ExpertSender. In addition, ExpertSender, in its sole discretion, may terminate these Terms or the Program, in whole or in part, for all participants, or one Partner alone, with or without cause, upon ten (10) days’ notice.
2. Upon termination of these Terms or the Program, the license and rights granted hereunder shall terminate completely and Partner shall cease to use Information and shall promptly return to ExpertSender all tangible ExpertSender rights to pursue other legal remedies, including immediate court or judicial relief. All provisions that by their nature are intended to survive the termination shall survive.
3. If a significant change is made to the Partner Program Terms & Conditions, ExpertSender will provide reasonable notice by email.

Final provisions
4. This Agreement constitutes the entire agreement between the Partner and ExpertSender and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
5. Any costs related to the participation in the Program are borne solely by the Partner. ExpertSender is not obligated or required to pay the Partner any compensation other than the Commission.
6. Partner is responsible for the payment of all taxes and other similar levies applicable to the Commission pursuant to any law or regulation; in particular the Partner will report Commission to their tax authorities as required by applicable law.
7. ExpertSender reserves the right to change the Commission rate and ExpertSender service or product pricing at any time.
8. This Agreement shall be governed by the Polish law. Any disputes that arise or have arisen or may arise between the Partner and ExpertSender in relation to the performance under this Agreement, interpretation of this Agreement and its validity, shall be in the first instance resolved amicably. If the Partner and ExpertSender are unable to resolve the dispute in amicable way, all disputes shall be finally settled by competent court relevant for the registered office of the ExpertSender.