Our product
Use cases
Why us?
Get started
Pricing
Request access
Sign up

Legal

Terms of Service
Privacy Policy
Terms of Use
Partner Program Agreement

Terms of Service

Updated January 24, 2023

BY SUBSCRIBING TO THE CO:CREATE PLATFORM (AS DEFINED BELOW IN SECTION 2) THROUGH THE CO:CREATE-APPROVED ORDER FORM OR ONLINE SUBSCRIPTION PROCESS (“ORDER”), THESE TERMS AND ORDER GOVERNS CLIENT’S ACCESS AND USE OF THE SERVICES. BY ACCEPTING THIS AGREEMENT AND USING OR ACCESSING ANY OF THE SERVICES, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT, AS UPDATED FROM TIME TO TIME.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “CLIENT” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES.FURTHERMORE, BY ACCEPTING THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

1. Definitions.

“Agreement” or “Terms” means these Terms of Service and all materials and links referred to herein.

“Client” or “You” means the individual or legal entity licensing the services hereunder.

“Co:Create” means Gesso Labs, Inc. d/b/a Co:Create.

“Parties” means client, or you, together with Co:Create.

2. Services.

2.1 The Co:Create Platform. Co:Create’s platform is a unique, proprietary web3 loyalty platform (“Platform”) that offers solutions for blockchain enabled loyalty and referral programs (each also referred to as a “Product” and, as may be combined, “Products”). “Services,” as used in this Agreement, refers to a Client’s access to the Platform, Products and other ancillary services specified in the Order. All content, data and other information that Client submits to the Services through its use thereof, including, without limitation, such information as Client may collect through the Services from End-Users, is “Client Materials” for the purposes of this Agreement. 

2.2 Client Access. Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), and during the term of this Agreement only, Client may access and use the Services only for its internal business purposes in accordance with the terms of this Agreement, including any usage limits on an applicable Order. Access to the Services is limited to Client’s employees and contractors acting for the sole benefit of Client (“Permitted Users”). Client and its Permitted Users may need to register for a Co:Create account in order to access or use the Services. Client is responsible for ensuring that account registration information is accurate, current and complete.

2.3 Development of the Platform. During the Term, Co:Create plans on actively developing the Services. Co:Create and Client shall work collaboratively to identify changes to the Services which may make the Services more suitable for Client, including: the Platform’s ability to: (i) issue and manage the blockchain based tokens minted by the Client using the Platform (“Loyalty Tokens”) and, (ii) utilize the related features available for use on the Platform. Co:Create shall use commercially reasonable efforts to implement those changes which Co:Create believes would advance Co:Create’s business objectives. Co:Create may use such feedback or suggestions without restriction or obligation.

2.4 Orders. All Orders shall describe the Services to be provided to Client, the amounts to be paid for those Services, as well as any other terms or conditions related to those Services which are in addition to or different from those set forth in this Agreement or in an online subscription. All Orders shall incorporate all terms and conditions of this Agreement. In the event of a conflict between this Agreement and an Order, the Order shall control. 

2.5 Loyalty Tokens. Except for expressly set out in an Order as payment for services rendered, Co:Create does not have any claim to the ownership of any Loyalty Tokens. All decisions with respect to a Loyalty Token, including the determination whether, to whom, and on what terms to issue a Loyalty Token shall be in the sole discretion of the Client.

3. Intellectual Property.
‍
3.1 Co:Create Materials. Client acknowledges that all intellectual property rights in and to Co:Create Materials are and shall be exclusively owned by Co:Create excluding any Client Materials. Client agrees to assign, and hereby does assign, all right, title and interest it may have or subsequently obtain in Co:Create Materials or any intellectual property rights therein to Co:Create. Client further agrees to execute such further agreements and take such further actions as Co:Create may request to establish, perfect or evidence Co:Create’s sole ownership of, or to enable Co:Create to register or obtain intellectual property protection for, Co:Create Materials. “Co:Create Materials” means the Platform and all parts or aspects thereof, including templates used to generate Smart Contracts, as well as any other materials created or obtained by Co:Create in connection with this Agreement, and any changes or potential changes to the Platform identified in connection with this Agreement.

3.2 Client Materials. Co:Create agrees that all Client Materials, including any smart contracts for use on the blockchain created using the Platform and deployed by Client (“Smart Contracts”) deployed by Client using the Platform shall be owned by Client, except that any Co:Create Materials incorporated in a Smart Contract shall continue to be owned by Co:Create. Co:Create agrees to grant, and hereby does grant, Client a perpetual, royalty free, transferrable, sublicensable license to use, reproduce and otherwise exploit any Co:Create Materials incorporated in a Smart Contract. “Client Materials” means all copyright and trademarks owned by Client, the Smart Contracts and all parts or aspects thereof, as well as any changes or potential changes to the foregoing identified in connection with this Agreement.

3.3 Open Source Software. The Services may include certain open source components owned by a third party that are subject to open source licenses (“Open Source Software”). Some of the Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of such Open Source Software is licensed under the applicable license terms which accompany such Open Source Software. Nothing in these Terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software.

4. Limitations of Use.

4.1 Internal Business Use. Client’s use of the Services shall be limited to its own internal business use. Except as specifically permitted herein, Client shall not (i) sell, license (or sub-license), lease, assign, transfer, pledge or share any of its rights under this Agreement with/to any other party, entity or person, (ii) transfer, distribute, copy all or any part of the Services and/or the Co:Create Materials, (iii) refer to the Services by use of framing and/or deep-linking, (iv) make use of the Services or distribute any part thereof in any jurisdiction where same is illegal or where such use or distribution would subject Co:Create or its affiliates to any registration requirement within such jurisdiction or country (v) use, encourage, promote, facilitate or instruct others to use the Platform for any illegal, harmful or offensive use, (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law or may reasonably be perceived to be unlawful, inflammatory, offensive or otherwise inconsistent with the spirit of Co:Create’s Services, brand or image, (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files, (viii) visit the Platform or access the Services through unauthorized means, including, without limitation, any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Platform, (ix) distribute, publish, send or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g. “spam”) including unlawful commercial advertising and informational announcements as further described in Section 4.2, (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy, (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Platform and/or the Services and/or any other software available therein or create derivative works thereof, (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform, (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the Platform, (xiv) use the Platform or the Services in a manner that subjects any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge. Client is solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for Client to access the Services.

4.2 Industry Guidelines. Client shall not use the Services in a manner that violates generally recognized industry guidelines, including, without limitation, (i) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from Client by affirmatively opting-in to receive those emails), (ii) using purchased or rented email lists, (iii) using third-party email addresses, domain names, or mail servers without proper permission, (iv) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com), (v) sending emails that result in an unacceptable number of spam or unsolicited commercial email complaints (even if the emails themselves are not actually spam or unsolicited commercial email), (vi) failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from Client’s mailing list, (vii) failing to comply with any request from a recipient to be removed from Client’s mailing list within ten (10) days of receipt of the request, (viii) failing to include in each email a link to the then-current privacy policy applicable to that email, (ix) using misleading subject headings or other content or disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers or transmission path information for any email, (x) failing to include in each email Client’s valid physical mailing address or a functioning link to that information, (xi) failing to note in the heading and at the beginning of advertising messages that the transmission is an advertisement and (xii) including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.

5. Term and Termination.

5.1 Term. The Term of this Agreement shall remain in effect for one year following the Effective Date unless terminated earlier pursuant the terms of this Agreement (“Term”). This Agreement may be extended by mutual written agreement by the Parties.

‍5.2 Orders. In the event that one or more Statements of Work remain outstanding as of the termination or expiration of this Agreement, the Term shall be deemed to continue for purposes of those Statements of Work until those Statements of Work are terminated or all of the Parties’ respective obligations under those Statements of Work have been fulfilled.

5.3 Termination for Convenience. Either Party may terminate this Agreement or any Order for any reason or no reason by providing thirty (30) days written notice to the other. 

5.4 Termination for Cause. Client may terminate this Agreement by providing written notice to the other in the event that the other Party materially breaches this Agreement and such breach is not cured within thirty (30) days of the non-breaching Party providing notice of the breach.

5.5 Suspension of Service. Co:Create may suspend Client’s access to the Services if Client breaches Section 4 (Limitations on Use) or Section 8 (Compliance with Law), if Client’s account is 30 days or more overdue or if Client’s actions risk harm to Co:Create, other Clients, or the security, availability or integrity of the Services. Where practicable, Co:Create will use reasonable efforts to provide Client with prior notice of the suspension. Once Client resolves the issue requiring suspension, Co:Create will promptly restore Client’s access to the Service in accordance with this Agreement. Co:Create reserves the right, but is not obligated, to monitor and audit Client’s use of the Services for any reason or no reason, without notice, to ensure Client’s compliance with this Agreement.

5.6 Survival. Notwithstanding anything to the contrary, the provisions of Sections 3 (Intellectual Property), 6 (Mutual Obligations), 7 (Compliance with Law), 8 (Indemnification), 10 (Limitations and Disclaimers), 11 (Non-Exclusivity and Non-Solicitation), and 12 (Confidentiality), shall survive any termination or expiration of this Agreement.

6. Payments.

6.1 Invoices. If payments are required pursuant to a Order, Client shall pay all amounts specified within thirty (30) days of receiving an invoice therefor.

6.2 Taxes. All fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Co:Create's income.

6.3 Late Penalty. If Client fails to make any payment when due then, in addition to all other remedies that may be available, Co:Create may charge interest on past due amounts at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.

7. Mutual Obligations. Each Party represents and warrants that:

7.1 it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

7.2 it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement;

7.3 the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and

7.4 when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such party in accordance with its terms.

8. Compliance with Law. Client represents, warrants and covenants to Co:Create that Client’s use of the Services shall comply with the limitations of use in Section 4 (Limitations of Use) and all applicable laws, rules or regulations of any jurisdiction, including, without limitation, those relating to (i) communication by telephone, text/SMS/MMS message or email for advertising, marketing or other purposes, (ii) monitoring or recording of electronic or telephonic communications, (iii) the privacy, security or protection of ‘personal data’ or ‘personal information’, as such terms are defined under privacy laws (collectively, “Personal Information”), including, without limitation, as applicable to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal or destruction of Personal Information, (iv) requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies, or (v) applicable economic or financial sanctions or trade embargoes, including those administered by the U.S. government through the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State, or the Israeli government (collectively, “Laws”).

9. Indemnification. 

9.1 Indemnification by Co:Create. Co:Create will defend Client, its officers, directors, employees and affiliates (“Client Indemnified Parties”) from and against any third-party claim made against a Client Indemnified Party to the extent alleging that the Platform or the Services, when used by Client as authorized in this Agreement, infringes such third-party’s U.S. patent, copyright, trademark or trade secret, and will indemnify and hold harmless Client Indemnified Parties against any damages or costs awarded against Client (including reasonable attorneys’ fees) or agreed in settlement by Co:Create resulting from the claim.

9.2 Indemnification by Client. Client will defend Co:Create, its officers, directors, employees, and affiliates (“Co:Create Indemnified Parties”) from and against any third-party claim, demand, suit, or proceeding made or brought against a Co:Create Indemnified Party to the extent resulting from Client Materials, or Client’s breach or alleged breach of Section 7 (Mutual Obligations) or Section 8 (Compliance with Law), Client’s use of the Services or any activities other than in accordance with these Terms; and will indemnify and hold harmless Co:Create Indemnified Parties against any damages or costs awarded against Co:Create Indemnified Parties (including reasonable attorneys’ fees) or agreed in settlement by Client resulting from the claim.

10. Limitations and Disclaimers.

10.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7 (MUTUAL OBLIGATIONS), THE PLATFORM AND ALL SERVICES, SMART CONTRACTS, SUGGESTIONS AND OTHER ITEMS ARE PROVIDED "AS IS" AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, EACH PARTY MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, SMART CONTRACTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET EITHER PARTY’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN A STATEMENT OF WORK, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

10.2 IN NO EVENT WILL CO:CREATE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.3 EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION 9 (INDEMNIFICATION), IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE US DOLLAR AMOUNTS PAID OR PAYABLE BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11. Non-Exclusivity, Non-Solicitation.

11.1 Non-Exclusivity. Client acknowledges that Co:Create may perform the same or similar services for other Parties, and that nothing in this Agreement shall be deemed to restrict in any way Co:Create’s ability to offer the Platform or any related services to anyone.

11.2 Non-Solicitation. Client agrees that, during the Term of this Agreement and for a period of one (1) year thereafter, it shall not directly or indirectly induce any employee of Co:Create to terminate or negatively alter his or her relationship with Client.

12. Confidentiality. 

12.1 During the Term, each Party, (as the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media , and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 12 by the Receiving Party or any of its Representatives, (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information, (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party, (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.

12.2 The Receiving Party shall not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section;

12.3 The Receiving Party agrees to use the Confidential Information of the Disclosing Party only for the purpose of performing its obligations or exercising its rights under this Agreement.

12.4 The Receiving party agrees to protect the confidentiality of the other Party’s Confidential Information using at least the same degree of care as it uses to protect its own Confidential Information, but in any case no less than reasonable care.

13. Press Release. The Parties hereto will issue a joint press release announcing the execution of this Agreement. Specific details to be contained in such release shall be negotiated by the Parties in good faith, and neither Party shall issue any press release without the prior written approval of the other, such approval not to be unreasonably withheld or delayed.

14. Marketing. Client agrees that, notwithstanding anything to the contrary in this Agreement, Co:Create may use Client’s name, logos and other identifying indicia to identify Client as a customer of Co:Create, and may use such materials, as well as other information learned or generated in connection with this Agreement in case studies or otherwise as part of its marketing or promotional efforts.

15. General Provisions.

15.1 No Partnership. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email with confirmation of delivery if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated on the signature page, including email, hereto (or at such other address for a Party as shall be specified in a notice given in accordance with this Section.

15.3 Entire Agreement. This Agreement, together with all Exhibits, and Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

15.4 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Tennessee or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the state of Tennessee in each case located in the city of Nashville, Tennessee and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

15.6 Damages. Each Party acknowledges that a breach by a Party of Section 3 (Intellectual Property), Section 11 (Non-Exclusivity, Non-Solicitation), or Section 12 (Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

15.7 Counterparts. An Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of an Order delivered by facsimile, email or other means of electronic transmission (such as DocuSign) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15.8 Assignment. This Agreement may not be assigned by either Party without the prior written approval of the other, not to be unreasonably withheld.

Privacy Policy

Updated January 24, 2023

Jump to:
• Privacy Policy
• Cookie Policy
• California Consumer Privacy Act Privacy Notice

Privacy Policy
Cookie Policy
Privacy Policy

Gesso Labs d/b/a Co:Create (“Gesso”, “we”, “our”, or “us”) cares about your privacy. Thank you for taking the time to read our privacy policy (“Privacy Policy”). This Privacy Policy covers all personal data processed by the Co:Create website (https://www.usecocreate.io), including the Co:Create Platform (“Platform”) and our services (“Services”). If our privacy practices for certain services differ from those explained in this Privacy Policy, we will let you know at the time we ask for or collect your information.

It is our policy to comply with all applicable privacy and data protection laws, including the California Consumer Privacy Act of 2018 (“CCPA”) and its subsequent amendments and the General Data Protection Regulation, Regulation (EU) No. 2016/279 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”). This commitment reflects the value we place on earning and keeping the trust of our customers, business partners, and others who share their data with us.

Please read this Privacy Policy carefully to understand our policies and practices regarding your information and how we will treat it. We may make changes to the Privacy Policy from time to time. We, therefore, encourage you to check the Privacy Policy periodically for updates.

We cover a lot of ground in this Privacy Policy. Please use the links below to navigate to later sections of the Privacy Policy of interest to you.
‍
• Data Controller
• What Data We Collect About You
• Reason for Processing Your Personal Data
• How We Collect Your Personal Data
• How We Use Your Personal Data
• Disclosure of Your Personal Data
• Cookies and Automatic Data Collection Technologies
• Third-Party Links
• Retention
• Children
• Your Rights and Choices
• International Transfers
• Data Security
• Changes to This Privacy Policy
• Contact Us
‍

Cookie Policy

Updated January 25, 2023

Gesso Labs d/b/a Co:Create (“Gesso”, “we”, “our”, or “us”) care about your privacy. Thank you for taking the time to read our cookie policy (“Cookie Policy”). This Cookie Policy explains what cookies we use in addition to when and why we use cookies and similar tracking technologies on Gesso’s website: https://www.usecocreate.io (“Website”).

What is a cookie?

A cookie is a small text file that we store on your browser or your device (computer, tablet, smartphone, etc.) if you agree. Cookies contain information that is transferred to your device’s memory or computer’s hard drive. There are three main types of cookies:
‍
• Session cookies: specific to a particular visit and limited to sending session identifiers (random numbers generated by the server) so you don’t have to re-enter information when you navigate to a new page or check out. Session cookies are not permanently stored on your device and are deleted when the browser is closed;
‍
• Persistent cookies: record information about your preferences and are stored in your browser cache or mobile device; and
‍
• First and third-party cookies: whether a cookie is ‘first’ or ‘third’ party refers to the website or domain placing the cookie. First-party cookies, in basic terms, are cookies set by a website visited by the user (the website displayed in the URL window), i.e., cookies set by the Website. Third-party cookies are cookies that are set by a domain other than the one being visited by the user: i.e., cookies which are set by websites other than the Website. If a user visits our Website and

Purpose of cookies

Some cookies are strictly necessary for the use of our Website. Others make it possible tooptimize the use of the Website and personalize the contents displayed. Cookies make it possible to (1) measure and analyze the frequency and use of our Website sections and services so that we can improve the functionality of the Website, and (2) measure safety and performance. We use the following cookies:
‍
• Strictly necessary cookies. These are cookies that are required for the operation of our Website. For example, strictly necessary cookies track your session so you do not need to re-login to our Website.
‍
• Analytical or performance cookies. These allow us to recognize and count the number of visitors and to see how visitors move around our Website when they are using them. This helps us to improve the way our Website work, for example, by ensuring that users are finding what they are looking for easily.
‍
• Functionality cookies. These are used to recognize you when you return to our Website. These cookies enable us to personalize our content for you and remember your preferences (for example, your choice of language or region).
‍
• Marketing cookies. These cookies record your visits to our Website, the pages you have visited, and the links you have followed. We will use this information to make our Website more relevant to your interests. We may also share this information with third parties for this purpose.

Other Information Storing Technologies

• IP Addresses. Internet Protocol (IP) address is a specific identifier with which the electronic devices can identify and communicate with each other online. We may see our visitors’ IP addresses and use this information to comprehend where our visitors come from to improve our service.
‍
• Web Beacons. Our Website may contain web beacons. Such instruments enable third parties to have immediate specific information, such as the IP address of the computer that downloaded the page with the beacon, the URL of the page where it appears, the time in which the page with the beacon was viewed and the type of browser used to view the page.
‍
• Embedded Scripts. An embedded script is a programming code that is designed to collect information about the links you click on and your interactions with our Website. The code is temporarily downloaded onto your device from our web server or a third-party service provider and is active only while you are connected to our Website and is deactivated or deleted thereafter.
‍
• Other Means. Your browser or device may utilize local shared objects or local storage, such as flash cookies, HTML 5 cookies, and other web application software methods. These instruments may operate through all the browsers, and in certain cases, they may not be managed by your browser or may require it to be managed through your installed applications directly. We do not use these technologies for storing information to target advertising to you on or off our Website.

How Long Will Cookies Stay on My Device?

Some of the cookies we use are deleted after termination of the browser session, i.e., after your browser window is closed (so-called session cookies). Other cookies remain on your end device and enable us to recognize your browser on your next visit (persistent cookies).

Consent

When you access our Website, you will have a choice to consent to all cookies, reject all cookies (except for strictly necessary cookies) or accept the use of certain cookies. If you consent to the use of cookies, a consent cookie will be placed on your computer.
‍
If you reject the use of cookies, a rejection cookie will be placed on your computer so that we can record that you have rejected using certain cookies on our Website. If the rejection cookie is deleted, we will not be able to identify whether you have rejected the use of cookies.
‍
In addition, you may withdraw your consent. However, your withdrawal will not retroactively affect the lawfulness of the processing of data before you withdrew your consent.

How Do I Change My Cookie Settings?

Most web browsers allow some control of most cookies through the browser settings. You can configure your browser so that you are informed when cookies are set, or you can decide on an individual basis whether to accept cookies or reject the acceptance of cookies in general. Every browser differs in the management of cookie settings. They are available for the different browsers at the following links:
‍
• Microsoft Windows Explorer
• Google Chrome
• Mozilla Firefox
• Apple Safari
‍
You can find more information about cookies (including how to disable them) at http://www.allabout cookies.org/. Not accepting cookies can result in the limited functionality of our Website. You can also search in your cookie folders to find our cookies and the Google Analytics cookie if you wish to delete them.

Who Controls and Accesses Cookies?

Not all cookies are set by us. Some cookies may be set through third-party services appearing on our pages. Third-party cookies are not in our control but are under the control of a third party.

Any other processing of your data will take place only if you have allowed Google to link your web and app browser history to your Google account and to use information from your Google account to personalize ads that you see on the web. In this case, if you are logged in to your Google account during your visit to our Website, Google will use your data together with Google Analytics data to create and define target group lists for cross-device remarketing. For this purpose, Google will temporarily link your personal information with Google Analytics data to create target groups.

If you do not want Google Analytics to be used in your browser, Google Analytics provides an opt-out tool which can be found here.

Additional Information for our Visitors from the European Economic Area (“EEA”)

If you are a visitor from the EEA, you will be shown a banner requesting that you accept the placement of cookies before cookies are placed on your computer or device. By accepting the placement of cookies, you are enabling us to provide the best possible experience and service to you. You may, if you wish, decline the placement of cookies unless those cookies are strictly necessary.

Your Rights

The GDPR provides you with rights to access, correct, erase the data, and object to the processing of data. In addition, you have the right to data portability. Please see our Privacy Policy above for further details.

Complaints

You (Data Subject) may lodge a complaint with the relevant data protection authority in the data subject’s jurisdiction.

Changes

We may update this Cookie Policy from time to time. We reserve the right to revise our Cookie Policy at any time, and any changes will be effective upon being posted unless we advise otherwise. We encourage you to periodically review this Cookie Policy for the latest information about the use of cookies on our Website.

Our Details

For questions or concerns about our privacy policy and practices, you can contact us at connect@usecocreate.io.

California Consumer Privacy Act Privacy Notice

Updated January 25, 2023

Gesso Labs d/b/a Co:Create (“Gesso”, “we”, “our”, or “us”) cares about your privacy. Thank you for taking the time to read our California Consumer Privacy Act (“CCPA”) privacy notice (“Privacy Notice”). This Privacy Notice covers all personal data processed by our website (https://www.usecocreate.io), including a Co:Create Platform (“Platform”), and our services, (“Services”).

If you are a California resident, you may have additional rights and choices about your Personal Information. Please note that the CCPA provides certain exceptions with respect to the Personal Information of California employees, job applicants, owners, directors, vendors, suppliers and contractors.

Information we collect

The categories of personal information we have collected about California residents in the last 12 months are described below:
‍

Category

Examples

Collected

A. Identifiers

A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, public wallet address, Social Security number, driver's license number, passport number, or other similar identifiers.

Yes

B. Personal
Information
categories listed in the California Customer Records statute (Cal. Civ. Code §
1798.80(e))

A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some Personal Information included in this category may overlap with other categories.

Yes

C. Protected
classification
characteristics
under California or federal law.

Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual
orientation, veteran or military status, genetic information (including familial genetic information).

No

D. Commercial
information

Records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.

No

E. Biometric
information

Genetic, physiological, behavioral, and biological
characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.

No

F. Internet or other similar network activity.

Browsing history, search history, information on a
consumer's interaction with a website, application, or advertisement.

Yes

G. Geolocation
data

Physical location or movements.

No

H. Sensory data

Audio, electronic, visual, thermal, olfactory, or similar information.

No

I. Professional or employment-related information

Current or past job history or performance evaluations.

No

J. Non-public
education
information (per the Family
Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99))

Education records directly related to a student maintained by an educational institution or party acting on its behalf,
such as grades, transcripts, class lists, student schedules,
student identification codes, student financial information, or student disciplinary records.

No

K. Inferences
drawn from other Personal
Information

Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

No

B. Use of personal information

In the last 12 months, we have used your personal information for the business and commercial purposes described below.
‍
a. Category A: Identifiers
b. Category B: Personal Information categories listed in the California Customer Records statute
c. Category F: Internet or other similar network activity

C. Sharing of personal information

The business and commercial purposes that we have shared your personal information in the last 12 months are as follows:
‍
• Sharing your personal information for business purposes. We have shared the following categories of personal information with our affiliated companies and service providers for our business purposes:
      o Category A: Identifiers
      o Category B: Personal Information categories listed in the California Customer Records statute
      o Category F: Internet or other similar network activity.

As described above, examples of business purposes include performing transactions, registering accounts, managing our relationship with you, and monitoring for security threats and fraud.
‍
• Sharing your personal information for commercial or other purposes: We have shared the following categories of your personal information with co-sponsors, service providers and other third parties in a manner that is likely to be considered to be a “sale” or “sharing” for commercial purposes under the CCPA:
      o None.
‍
• Sharing your sensitive personal information as defined by Cal. Civ. Code § 1798.140(ae). Sensitive personal information means personal information that reveals (A) a consumer’s social security, driver’s license, state identification card, or passport number; (B) a consumer’s account log-in, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (C) a consumer’s precise geolocation; (D) a consumer’s racial or ethnic origin, religious or philosophical beliefs, or union membership; (E) the contents of a consumer’s mail, email, and text messages unless the business is the intended recipient of the communication (F) consumer’s genetic data; (G) biometric information for the purpose of uniquely identifying a consumer; (H) personal information collected and analyzed concerning a consumer’s health; (I) personal information collected and analyzed concerning a consumer’s sex life or sexual orientation.
      o None.

As described above, this information may be shared for personalization, analytics, marketing, retargeting, and sales. We do not sell or share personal information of consumers we actually know are less than 16 years of age.

D. Your right to know

You have the right to request that we disclose certain information to you about our collection, use, disclosure, and sale of your personal information over the past 12 months. Once we verify your request,
we will disclose to you:
‍
• The categories of personal information we collected about you.
• The categories of sources for the personal information we collected about you.
• Our business or commercial purpose for collecting or selling that personal information.
• The categories of third parties with whom we share that personal information.
• If we sold or disclosed your personal information for a business purpose, two separate lists disclosing: sales, identifying the personal information categories that each category of recipient purchased; and disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.

We do not provide access rights to business to business (“B2B”) information.

E. Your right to obtain a copy of your personal information

You have a right to obtain a copy of the specific pieces of personal information we collected about you (also called a data portability request). Once we verify your request, we will provide you a copy of your personal information that is responsive to your request.

We do not provide portability rights to B2B information.

F. Your right to delete your personal information

You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we verify your request, we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies.

We do not provide deletion rights to B2B information.

G. Your right to opt-out of sale of your information

We do not sell or share personal information with third parties that would be considered a “sale” under the CCPA.

H. How to exercise your CCPA rights

To exercise your right to know, right to obtain a copy, or right to delete your personal information as described above, please submit your request to us by contacting us at connect@usecocreate.io.

I. How we verify requests and respond to requests

Before fulfilling your request, we take steps to verify you are who you say you are or that you have the authority to act on someone else’s behalf. Therefore, upon receipt of your request, we will request additional information that we need to verify you and, if you are submitting a request on behalf of someone else, to verify that you are permitted to act on that person’s behalf.

When we contact you to request verification information, please respond and provide the information that we have requested. Depending on the nature of the request you make, we may require you to verify your identity to either a reasonable degree of certainty or high degree of certainty. This may mean that we need to match two or three pieces of information that we hold about you with information that you provide to us. In some cases, we may require you to sign a declaration under penalty of perjury that you are the consumer whose personal information is the subject of the request or that you are authorized to make the request on behalf of someone else.
‍
In addition to providing the information we need to verify you or your authority, you must provide us with enough information so that we can understand, evaluate, and respond to your request. We cannot respond to your request or provide you with personal information if we cannot confirm the personal information relates to you.

We will only use personal information provided in a verifiable consumer request to verify your identity or authority to make the request and to locate relevant information. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and to understand, evaluate, and respond to your request.
‍
We cannot delete personal information in those situations where our retention is required for our own internal business purposes or otherwise permitted by the CCPA (such as fraud prevention or legal compliance). In these situations, we will retain your information in accordance with our records retention program and securely delete it at the end of the retention period.

J. Who may submit requests?

Only you, or someone legally authorized to act on your behalf, may make a request related to your personal information. You may also make request on behalf of your minor child. You may designate an authorized agent to make a request on your behalf by registering such person or entity with the California Secretary of State.

K. How often you can submit requests?

You may make a CCPA consumer request twice within a 12-month period.

L. Response timing and format

We make every attempt to respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time, we will inform you of the reason and extension period in writing.
‍
If you have an account with us, we will deliver our written response to that account. If you do not have an account with us, we will deliver our written response by mail or electronically, at your option.
‍
Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request's receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. When you request a copy of your personal information, we will select a format to provide your personal information that is readily useable and should allow you to transmit the information from one entity to another entity easily.

We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

M. Non-discrimination

We will not discriminate against you for exercising any of your CCPA rights. You have a right not to receive discriminatory treatment by us for exercising your privacy rights.

N. Changes To This Privacy Notice

Changes to this Privacy Notice will be posted on this site, along with information on any material changes. The Company reserves the right to update or modify this Privacy Notice at any time and without prior notice. If the changes made to our Privacy Notice are substantial, we will contact you before the changes take place.

O. Contact Us

If you have any questions about this Privacy Notice or our use of your personal data, please contact us by sending an email to: connect@usecocreate.io.

Terms of Use

Updated January 24, 2023

These Terms of Use (this "Agreement"), which is a legal agreement between you ("You" or "you") and Gesso Labs, Inc. d/b/a Co:Create, a Delaware corporation ("Co:Create"), shall govern Your use of and access to the Application (as defined below) and the Website (as defined below). By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content or simply by making any use of the Application and/or Website, You: (a) accept this Agreement and agree to be bound by each of its terms, and (b) represent and warrant to Co:Create that (i) You are at least 13 years of age and have the authority to enter into this Agreement (either on your own behalf or by having a parent or legal guardian agree to the terms set forth herein on your behalf), (ii) this Agreement is binding and enforceable against You, (iii) to the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity, (iv) You have read and understand the Co:Create Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the "Co:Create Privacy Policy"), and agree to abide by the Co:Create Privacy Policy, and (v) You have read, understand, and agreed to the privacy policy of the Brand (as defined below) you are accessing, the terms of which are posted at the URL provided by the brand partner, and incorporated herein by reference (the "Partner Privacy Policy", and with the Co:Create Privacy Policy, the “Privacy Policy”), and agree to abide by the Privacy Policy, and (vi) You have read, understand, and agreed to the terms and conditions of the brand partner you are accessing’s loyalty program (“Partner Loyalty Terms”), the terms of which are are posted at the URL provided by the Brand. Co:Create may amend this Agreement from time to time, each of which amendments shall be deemed to be effective 2 days after posting the updated Agreement at the Website or within the Application. You should check the Website, the Application and this Agreement regularly to ensure You remain current on the terms and agreements set forth herein.

‍1. Purpose.  

‍The purpose of this Agreement is to set forth the terms and conditions under which, among other things, (i) Co:Create will license to You use of certain of Co:Create's technology, software and/or services such that You can utilize the Application through your internet browser, and (ii) You can access and/or use the Website (collectively, the "Purpose"). As stipulated elsewhere in this Agreement, Co:Create does not exert any control over any merchants, retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party.

‍2. License.  Co:Create hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use Co:Create's rewards / loyalty software platform commonly referred to as the “Co:Create Platform" (the "Application") as made available through its website located at www.usecocreate.io (the "Website") during the Term (as defined below) solely for the Purpose. Co:Create may, from time to time, update or modify the Application, release new versions of the Application or create new modules related thereto, each of which may, at Co:Create's discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder including, without limitation, access to the Application.

‍3. Certain Restrictions. 

You shall not directly or indirectly copy or reproduce all or any part of the Application or the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application solely for its intended purposes and shall not use the Application for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Application to post, transmit, convey, submit, distribute, store or destroy any content, photographs, descriptions, drawings, content, audio materials, text, messages or other information (collectively, "Posted Information"): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; or (f) in violation of the any acceptable use policy or other policy posted at the Website or within the Application from time to time. You shall not violate or attempt to violate the security of the Application. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application, including, without limitation, any of the software comprising or in any way making up a part of the Application. In addition, You will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Application where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. You shall defend and indemnify Co:Create, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 3.

‍4. Certain Responsibilities.  

You shall be solely responsible for: (i) all Posted Information you input into the Application; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Application, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application.

‍5. Co:Create Rights.  

Co:Create shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your Co:Create account for any reason. Notwithstanding the foregoing, Co:Create shall not be required to review or monitor any Posted Information entered into the Application or otherwise submitted by You, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.

‍6. Fees.

‍Co:Create does not currently charge its users to access and use the Application, however Co:Create may, at any point and in its discretion, elect to begin charging fees for use of various portions of the Application and/or for different levels of subscription or account.

‍7. Term and Termination.

‍This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access or use the Application), or (ii) Co:Create electing to terminate Your access to the Application, with or without notice (the "Term"). For purposes of clarity, You are entitled to terminate your Co:Create account at any time. Upon termination of this Agreement for any reason, You shall no longer be entitled to access or use the Application or any other non-public portions of the Website. In addition to the foregoing, in the event that Co:Create determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Co:Create policy in effect from time to time, breached or threaten to breach a Brand Privacy Policy or Brand Loyalty Terms, or otherwise failed to perform to the standards required of Co:Create or its brand partners, Co:Create shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Application, in each of the foregoing cases at any time and for any period of time. Co:Create shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Application, including without limitation any information input into the Application by You. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of this Agreement shall survive any termination of this Agreement.

‍8. Intellectual Property.

(a) General Ownership. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Co:Create, You shall be deemed to be the sole owner of all Posted Information entered into the Application or otherwise posted by You; and (ii) Co:Create is the sole owner of the name "Co:Create" as well as the Website, the Application, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Co:Create regarding the Application or the Website shall, upon submission to Co:Create, be owned solely and exclusively by Co:Create. In addition, Co:Create shall be entitled to post feedback at the Website and within the Application (and/or allows others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Application shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to Co:Create.

‍(b) Use of Posted Information. In exchange for Your use of the Website and/or the Application, You hereby grant to Co:Create an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information You post to the Website, submit to Co:Create or post through the Application, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, in connection with Co:Create performing the services described herein. Finally, You irrevocably waive, and cause to be waived, against Co:Create and its users any claims and assertions of moral rights or attribution with respect to Your Posted Information. Co:Create shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or Application, including without limitation adjacent to Your Posted Information.

‍9. Confidentiality; Non-Solicitation

‍You agree to treat as confidential all confidential information of Co:Create, not to use such confidential information for any purpose other than to the limited extent necessary to use the Application and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by Co:Create, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. In addition, during the Term and for a period of one year thereafter, You shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of Co:Create to terminate employment with Co:Create or to become employed by or enter into contractual relations with any other individual or entity.

‍10. Disclaimers.

(a) No Warranties.

‍Except as explicitly set forth herein, neither Co:Create, its affiliates or any of any such party's equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Application will be error-free, (c) as to a minimum level of uptime for the Application or the Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Application. You agree and acknowledge that the Application and Website are licensed and/or provided hereunder on an "as is" basis. In addition, You hereby agree and acknowledge that: (i) Co:Create shall not be responsible for any actions taken by any other party using the Application or reviewing any of Your Posted Information; (ii) Co:Create does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Co:Create is not a party to any transaction between you and any store, retailer or business with which Co:Create has a business relationship, and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such third party; (iv) Co:Create is not responsible for any other party's compliance with applicable laws, rules or regulations; (v) Co:Create's services are administrative in nature and Co:Create is not responsible for ensuring that any third party honor any reward, loyalty or other obligations such third party may have towards You; (vi) Co:Create shall not, under any set of circumstances, be responsible or liable for an content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party's intellectual property rights; and (vii) the Application and/or Website may not function properly or as intended at times.

‍(b) Unavailability of Website or Application. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is Co:Create's objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Co:Create, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Co:Create shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT CO:CREATE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.

‍11. Limitation on Liability.

‍CO:CREATE SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, CO:CREATE'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50.

‍12. Force Majeure.

‍Co:Create shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.

‍13. General Terms.

‍The following terms and conditions govern general use of the Website:(a) You agree to abide by all restrictions displayed on the Website and/or within the Application, as and when they are updated from time to time, including, without limitation, the rules in this Section 13. Co:Create reserves the right to remove any content You post to the Website or within the Application, block the sending of any inquiry or other content Co:Create deems inappropriate in its sole discretion, and may terminate all access to the Website and/or Application at any time in its sole discretion for any or no reason. While Co:Create reserves the right to monitor all postings and/or content posted at the Website and/or within the Application, it has no obligation to do so.

Permitted Uses. You may use the Website only in good faith for the purposes described herein. You may download and print out portions of the content from the Website for non-commercial purposes provided that You follow the rules in this Agreement. You may not use the Website or Application, or any business listings, contract information or other content, to promote another business or commercial venture.

Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.

Derivative Works. You may not create compilations or derivative works of the Website or the Application, the Website or Application content or any other materials from the Website or Application.

Proprietary Notices. You may not remove, change or obscure and You must retain on all copies of the content You download any copyright notice or other proprietary notice, Privacy Policy, legal disclosures or terms of use contained in the content or on the Website.

Infringement. You may not use the Website, Application, the Website and/or Application content or any other materials from the Website or Application in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Co:Create or any third party.

Information Distribution. You may not use the Website and/or Application or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Website or Application to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:
- is false;
- contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
- includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements; You are restricted from using under any law;
- infringes upon the intellectual property rights of any third party; or contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.

Other Prohibited Uses. You may not use the Website or Application for any purpose that:
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or otherwise violates Co:Create's rules or policies;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
- invades any person's or entity's privacy or other rights;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Co:Create, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
- could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.

Others' Personal Information. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.

Harm to Minors. You may not take any action on the Website or within the Application or use the Website and/or Application content to harm minors in any way.

Solicitation. You may not use the Website or Application or any Website or Application content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.

(b) The Website, the Application and the Website and Application content may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or Application ("Third Party Content") that may include content You find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and Co:Create assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Co:Create has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Co:Create expressly states in writing to the contrary, Co:Create neither endorses nor adopts as its belief any such statements. Co:Create may provide information in articles Co:Create posts or links to through the Website only for educational and general informational purposes and not as professional advice. Co:Create has made no attempt to verify any information contained in any such articles.

(c) As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Co:Create. When You uses these links, You will leave the Website and Co:Create will have no ability to protect Your interests. You visits linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Co:Create is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.

14. Copyright Infringement.

‍Co:Create respects the intellectual property of others, and asks You and all users to do the same. Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries, and the terms of use of those websites, and not the this Agreement, govern Your use of that material. It is Co:Create's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Co:Create and/or others.If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Co:Create's Agent for Notice with the following information in English (Your "Notice"):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that You claim has been infringed;
- a description of where the material that You claim is infringing is located on the Website or within the Application;
- Your address, telephone number, and email address;
- a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Co:Create has disabled access, Co:Create may forward a copy of a valid Notice including name and email address to such individual or entity. Co:Create's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

‍By mail
‍Gesso Labs, Inc.
2810 N. Church Street
PMB 90055
Wilmington, DE 19802-4447
Attn: Legal
‍
‍By phone
‍(888) 206-4024
‍By email
‍legal@gessolabs.com

‍15. Miscellaneous.

‍Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website and/or the Application shall be resolved in the appropriate Federal or state court located solely and exclusively in Davidson Country, Tennessee. You hereby consent to exclusive jurisdiction in Davidson Country, Tennessee, and agree not to raise any defense of forum non conviens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Co:Create's prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives

Partner Program Agreement

Updated January 24, 2023

PLEASE READ THIS PARTNER PROGRAM AGREEMENT AND THE GESSO LABS PARTNER PROGRAM CONTRACT (AS SET FORTH BELOW) (TOGETHER, THIS “AGREEMENT”) CAREFULLY. This Agreement governs your participation in the Partner Program (as defined below) and is an agreement between Gesso Labs, Inc., a company incorporated under the laws of the State of Delaware, with its principal address at 2810 N. Church Street, PMB 90055, Wilmington, DE 19802-4447 (“Gesso Labs”) and you or the entity you represent (“you”, “You”, “Partner”). This Agreement takes effect when you are accepted into the Partner Program via email confirmation from Gesso Labs (the “Effective Date”). Gesso Labs and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”

BY APPLYING TO JOIN THE GESSO LABS PARTNER PROGRAM AND/OR PARTICIPATING IN THE PARTNER PROGRAM, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AS UPDATED FROM TIME TO TIME.IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “PARTNER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES.

1. Definitions.
‍
“Actively Participate” means Partner’s active engagement in the introduction, ongoing sales development or closing of a Lead in the sales process, as determined by Gesso Labs in its good faith discretion.

‍“Commissionable Lead” means a Lead Gesso Labs accepts pursuant to Section 3 below.

‍“Customer” means a Gesso Labs customer that is subscribing or has subscribed to Gesso Labs Products. 

‍“Gesso Labs Materials” means any collateral materials describing Gesso Labs Products provided to Partner by Gesso Labs for use in connection with this Agreement.

‍“Gesso Labs Partner Program Contract” means any ordering document between Gesso Labs and Partner setting forth additional terms (such as Referral Fees) to this Agreement.

“Gesso Labs Products” means Gesso Labs’s software platform, products and services. Gesso Labs’s products and services include hosted “software as a service”, application programming interfaces, or other products provided by Gesso Labs for use by a Gesso Labs Customer, as listed in one or more Order Forms.

‍“Leads” means a potential or prospective Customer identified by Partner.

‍“Net Revenue” means the software licensing fees and usage-based fees for Gesso Lab’s Products received by Gesso Labs for eligible Gesso Labs Products set forth in the Order Form(s) associated with a successfully closed Commissionable Lead, (i) net of any discounts, taxes payable and subsequent refunds not due to Gesso Labs’s invoicing error or breach, (ii) not including fees for support, implementation, customization, training, consulting or other professional services, or third-party products or services, (iii) and not including any royalty or token revenue.

“Order Form” means the ordering document (including a Collaboration agreement or web-based form) entered into between Gesso Labs and a Commissionable Lead for the Commissionable Lead’s subscription to Gesso Labs Product(s) that sets forth the fees owed to Gesso Labs and the term of the subscription.

“Partner Incentives” means certain product and time-based promotional discounts, spiffs, bounties, etc. offered by Gesso Labs for Partner, as set forth via written communication from Gesso Labs.

“Partner Program” means Gesso Labs partner program, as described in this Agreement.

‍“Referral Fees” are the fees payable to Partner by Gesso Labs. 

‍“Referred Customer” means a Commissionable Lead with whom Gesso Labs enters into an Order Form (excluding trial agreements/Order Forms) to provide the Gesso Labs Products within twelve (12) months from the date of Gesso Labs’s acceptance of such Lead as a Commissionable Lead from Partner, unless such time period is extended by Gesso Labs in writing.

“Referral Services” means collectively, the referral services performed by Partner pursuant to this Agreement.

‍“Term” is the period during which this Agreement shall be effective.

2. Lead Process.
‍
2.1 Identification of Leads; Marketing and Promotion. During the term of this Agreement, Partner shall use commercially reasonable efforts to identify Leads and market and promote Gesso Labs to Leads. In the course of performing its obligations under this Section 2.1, Partner may provide Leads with the Gesso Labs Materials as supplied to Partner by Gesso Labs.

2.2 Eligibility. To be eligible for acceptance by Gesso Labs, all Leads must meet the following criteria: (a) at the time of introduction to Gesso Labs, such Lead is not already an existing Customer of Gesso Labs, and (b) has not previously been submitted to Gesso Labs, by another Partner or any other third party, or which has been generated by Gesso Labs itself.

2.3 Lead Registration. Partner must register the Lead via email to the Gesso Labs partner team (“Lead Registration”). Gesso Labs will review such Lead and notify Partner via email whether Gesso Labs accepts such Lead. Gesso Labs may accept or reject such Leads at its sole good faith discretion (each accepted Lead, a “Commissionable Lead”). If Gesso Labs rejects such Lead, Partner will immediately cease all Referral Services with respect to such Lead. If Gesso Labs accepts such Lead, at Gesso Labs’s request, Partner shall discuss such Commissionable Lead with Gesso Labs and assist Gesso Labs in making contact with the Commissionable Lead by arranging an introduction, meeting, conference call, or other means of communication between Gesso Labs and the Commissionable Lead.

2.4 Active Participation. Partner acknowledges that, where reasonably helpful, Gesso Labs may request Partner to Actively Participate in the sales process after a Lead has been accepted; if Partner fails to do so, Partner shall forfeit any Referral Fees with respect to such Commissionable Lead.

3. Partner’s Obligations and Restrictions.

3. 1 Training. Upon reasonable request by Partner, Gesso Labs will make good faith efforts to provide Partner with sales training focused on the marketing and promotion of Gesso Labs Products. Gesso Labs may change any of its Products or training from time to time, in Gesso Labs’s sole discretion.

3.2 Meetings. At the request of Gesso Labs, Partner agrees to meet, either in person or via teleconference, to discuss the status of the relationship contemplated herein.

3.3 Restrictions. Partner shall not: (a) sell, resell, distribute, license or sublicense the Gesso Labs Products directly to any Lead, but will instead refer all Leads to Gesso Labs in accordance with Section 3; (b) make any statements concerning the Gesso Labs Products that are false, misleading or inconsistent with the Gesso Labs Materials or other materials (including price lists) published or otherwise supplied by Gesso Labs from time to time; (c) make any commitments, warranties or guarantees to Leads with respect to the Gesso Labs Products, the pricing thereof, or Partner’s relationship with Gesso Labs; (d) distribute any unsolicited bulk emails (spam) mentioning or referring to Gesso Labs or the Gesso Labs Products. Partner has no authority to (i) negotiate any contract for or on behalf of Gesso Labs; (ii) represent itself as an agent of Gesso Labs, or (iii) bind Gesso Labs to any contract, representation or understanding concerning Gesso Labs or the Gesso Labs Products, or any other products or services offered by Gesso Labs.

3.4 Non-Interference. During the Term and for a period of one (1) year thereafter, Partner will not induce or attempt to induce, directly or indirectly, any Gesso Labs customer to terminate any agreements with Gesso Labs or to otherwise transition to a supplier that is competitive with Gesso Labs.

4. Trademarks, Intellectual Property and Marketing Materials Usage. 

4.1 Gesso Labs Marks. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Gesso Labs grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Gesso Labs trademarks, service marks, and logos shared with the Partner by the Gesso Labs partnership team (the “Gesso Labs Marks”) to perform its obligations under this Agreement. The use of all Gesso Labs Marks, including placement and sizing, shall be subject to Gesso Labs’s then-current trademark use guidelines. Partner shall, upon request by Gesso Labs, promptly provide Gesso Labs with samples of all materials that use the Gesso Labs Marks. If, in Gesso Labs’s sole discretion, Partner’s use of the Gesso Labs Marks does not meet Gesso Labs’s then-current trademark use guidelines or brand standards, Gesso Labs may, at its option, require Partner to revise such materials and re-submit them prior to any further display. Except for the right to use the Gesso Labs's Marks set forth above, nothing contained in this Agreement shall be construed to grant to Partner any right, title or interest in or to the Gesso Labs Marks, and all right, title, and interest in and to the Gesso Labs Marks shall be retained by Gesso Labs. Partner acknowledges that Gesso Labs asserts its exclusive ownership of the Gesso Labs Marks and the renown of the Gesso Labs Marks worldwide. Partner shall not take any action inconsistent with such ownership and further agrees to take all actions that Gesso Labs reasonably requests to establish and preserve Gesso Labs’s exclusive rights in and to the Gesso Labs Marks. Partner shall not adopt, use, or attempt to register any trademarks, service marks, or trade names that are confusingly similar to the Gesso Labs Marks or in such a way as to create combination marks with the Gesso Labs Marks.

4.2 Gesso Labs Materials. During the term of this Agreement, Gesso Labs may make available to Partner certain Gesso Labs Materials. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Gesso Labs grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to distribute the Gesso Labs Materials exactly as provided to Partner by Gesso Labs, solely to perform Partner’s obligations under this Agreement.

4.3 Ownership. As between Partner and Gesso Labs, Gesso Labs retains all right, title, and interest in and to (a) the Gesso Labs Marks, (b) the Gesso Labs Products, (c) the Gesso Labs Materials, and (d) all intellectual property rights related to any of the foregoing including, without limitation, rights associated with any of the following (i) trademarks, service marks, domain names, trade dress, and other indicia of source, together with the goodwill associated therewith, (ii) copyrights, moral rights and works of authorship (whether or not copyrightable), and (iii) trade secrets, know-how, technologies, software, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and other Confidential Information related to any of the foregoing. There are no implied licenses under this Agreement. Gesso Labs reserves all rights not expressly granted to Partner by this Agreement.

4.4 Suggestions. If Partner provides Gesso Labs with feedback or suggestions regarding the Gesso Labs Products or other Gesso Lab's offerings, Gesso Labs may use the feedback or suggestions without restriction or obligation.

5. Referral Fees, Payment and Tier Status.

5.1 Referral Fees. Subject to the terms of this Agreement, Gesso Labs shall pay to Partner Referral Fees based on 10% of the Net Revenue from Referred Customers.  Partner is solely responsible for remitting all taxes associated with any Referral Fees paid to it under this Agreement. All disputes related to Referral Fees must be submitted, in writing, to Gesso Labs within thirty (30) days of release of payment and provide reasonable details to review the dispute. Referral Fees will be paid for Referred Customers for no longer than the first twelve (12) months of any Order Form executed with such Referred Customer, regardless of the duration of such Order Form.  If a Partner Referral Contract includes Referral Fee terms, those terms will replace the terns set forth in this Agreement.

5.2 Payment Terms. Referral Fees are paid to the Partner within forty-five (45) days after the applicable calendar quarter(s) during which Gesso Labs has received payment of Net Revenue from the Referred Customer, provided that Gesso Labs has received a signed invoice from Partner setting forth such Referral Fees. All Referral Fees will be paid in US Dollars.  

5.3 Maximum Fees. Unless otherwise approved by Gesso Labs in writing, the aggregate maximum Referral Fee Gesso Labs will pay to a Partner with respect to a Referred Customer is USD $10,000 unless otherwise approved by Gesso Labs management. 

5.4 Enrollment Criteria. In order to receive the Referral Fees under this Agreement, Partner must have submitted via email all relevant account information and all necessary tax and payment information (the “Enrollment Criteria”). Once Partner complies with all of the Enrollment Criteria, Partner will be eligible to receive the applicable Referral Fees for any Eligible Referrals, but excluding any Forfeited Transactions as set forth below.

5.5 Forfeited Transactions. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the Enrollment Criteria remain outstanding for six (6) months following the date when an applicable Referral Fee is due to Partner, then Partner’s right to receive such applicable Referral Fee will be forever forfeited (each, a “Forfeited Transaction”). Gesso Labs will have no obligation to pay Partner any Referral Fees associated with a Forfeited Transaction. Any accrued but unpaid Referral Fees that are not invoiced to Gesso Labs within one year of their accrual shall also be forfeited.

5.6 Similar Leads. Leads that convert into opportunities that are materially the same (i.e. same Customer, same products) as opportunities that are in Gesso Labs’s active sale process at the time of the Lead submission, or were in process during the ninety (90) days prior to the Lead submission, are not eligible for Referral Fees.

5.7 Tiers. In addition to the applicable Referral Fees, Gesso Labs may offer certain benefits to Partner based on the level of Partner’s participation in the Partner Program and other qualifying criteria, as set forth in an applicable Partner Program Contract, the Partner Portal or the Partner Program Guide, (each such level, a “Tier”). Gesso Labs may, in its sole discretion, change the benefits available, and qualifying criteria for each Tier upon written notice to Partner. Partner’s Tier shall be reviewed periodically to determine Tier eligibility, and Gesso Labs reserves the right to raise or lower the Tier based on the Partner Program requirements through email or the Partner Portal.

6. Term; Termination; Effects of Termination; Survival

6.1 Term.  This Agreement shall enter into force on the Effective Date and shall remain in effect for one (1) year (the “Initial Term”). At the end of the Initial Term or any subsequent renewal under this Section (the “Renewal Term”), this Agreement will automatically renew for subsequent periods of one (1) year unless terminated by Partner in accordance with the below.

6.2 Termination without Cause. Either Party may terminate this Agreement without cause at any time, effective upon thirty (30) days written notice to the other Party.

6.3 Termination for Cause. Either Party may terminate this Agreement (i) upon five (5) days written notice of a material breach by the other Party, unless the other Party has cured such breach within the five (5) day period, or (ii) immediately upon written notice to the other if the other Party ceases to conduct its business in the ordinary course or becomes the subject of a bankruptcy, insolvency or similar proceeding that is not dismissed within thirty (30) days of filing.  

6.4 Effects of Expiration or Termination. Upon any termination or expiration of this Agreement, Partner shall (a) refrain thereafter from representing itself as a promoter or marketer of Gesso Labs Products, or as a referral partner of Gesso Labs, (b) immediately cease all use of any Gesso Labs Marks and Gesso Labs Materials, and (c) return to Gesso Labs the Gesso Labs Materials and all tangible items in Partner’s possession or under its control containing Confidential Information of Gesso Labs. Upon any termination or expiration of this Agreement, Gesso Labs shall return to Partner all tangible items in Gesso Labs’s possession or under its control containing Partner’s Confidential Information. Upon any termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate. The expiration or termination of this Agreement for any reason, except in accordance with Section 7.3 (Termination for Cause) for a material breach by Partner, shall not relieve Gesso Labs of its obligation to pay Partner the Referral Fees that are payable hereunder with respect to Commissionable Leads that have been accepted by Gesso Labs prior to such expiration or termination of this Agreement. In the event that Gesso Labs terminates this Agreement in accordance with Section 7.3 (Termination for Cause) due to material breach by Partner, Gesso Labs’s sole and exclusive obligation to Partner shall be to pay Partner the Referral Fees that have accrued up to the date of such termination.

6.5 Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 6 (Term, Termination, Effects of Termination, Survival), 4.3 and 4.4 (relating to Gesso Labs trademarks), 8.2 (General Disclaimers), 9 (Confidentiality), 10 (Indemnities), 11 (Limitation of Liability), and 12 (General).

6.6 Notwithstanding anything to the contrary herein, if Gesso Labs reasonably believes that Partner is in violation of any term of this Agreement or any Gesso Labs policies as communicated from time to time on the Partner Program Guide or via other communication, Gesso Labs may suspend any payments or benefits available to Partner under this Agreement.

7. Compliance with Laws and Ethical and Brand Representation Standards. 

7.1 Partner shall comply with all applicable laws and regulations in its activities hereunder and shall not engage in any deceptive, misleading, illegal or unethical marketing activities that may be detrimental to Gesso Labs or the Gesso Labs Products (as determined by Gesso Labs in its sole discretion). Additionally, Partner shall present Gesso Labs and the Gesso Labs Products to the Leads and the public in a manner that in Gesso Labs’s good faith discretion reflects well upon Gesso Labs. Partner shall comply, and shall cause its directors, officers, agents or employees to comply, in all respects with the U.S. Foreign Corrupt Practices Act of 1977 and any similar law in any jurisdiction in which Partner operates in connection with this Agreement (“Anti-Corruption Laws”) and shall promptly inform Gesso Labs in writing upon becoming aware of any violations of applicable Anti-Corruption Laws. Without limiting the foregoing, Partner warrants that it has not offered or paid, and will not offer or pay, any money or anything else of value, to any person for the purpose of securing any improper advantage in violation of applicable Anti-Corruption Laws.

8. Representations and Warranties.

8.1 Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and the performance of its obligations hereunder does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which it is a party, and (c) this Agreement has been duly executed and delivered by such Party and constitutes the valid and binding agreement of such Party, enforceable against such Party in accordance with its terms.

8.2 GENERAL DISCLAIMERS. EACH OF GESSO LABS AND PARTNER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT HAS NOT RELIED UPON ANY WARRANTIES, EXPRESS OR IMPLIED, AND THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS, ASSURANCES, OR PROMISES THAT GESSO LABS WILL RECEIVE ANY NEW REFERRED CUSTOMERS OR NEW BUSINESS OR THAT PARTNER WILL RECEIVE ANY REFERRAL FEES AS A RESULT OF THIS AGREEMENT. GESSO LABS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE GESSO LABS PRODUCTS, WHICH ARE PROVIDED AS-IS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.3 Warranties to Third Parties. Except in the course of delivering the Gesso Labs Materials as specifically permitted in this Agreement, Partner shall not provide any representations or warranties to any Lead or any other third party with respect to the Gesso Labs Products.

9. Confidentiality. 

9.1 Confidential Information. “Confidential Information” means any and all information of a Party hereto (the “Disclosing Party”) that is disclosed to the other Party hereto (the “Receiving Party”), whether orally or in writing or through any media; provided, however, that Confidential Information shall not include information that is: (i) in the public domain or enters the public domain through no fault of Receiving Party; (ii) communicated to the Receiving Party by a third Party without any breach of any known confidentiality to Gesso Labs by such third Party; (iii) already in Receiving Party’s possession free of any obligation of confidentiality when disclosed to Receiving Party; or (iv) independently developed by Receiving Party without use of the Confidential Information and without breach of any obligation of confidentiality.

9.2 Obligation of Confidentiality. Receiving Party acknowledges that Confidential Information may contain valuable trade secrets and other proprietary information of Disclosing Party and remains the sole and exclusive property of Disclosing Party. Receiving Party shall (i) use Confidential Information only for the purpose for which it is provided; (ii) restrict disclosure of Confidential Information to its employees and contractors who have a need to know; (iii) not disclose Confidential Information to any other third Party without Disclosing Party’s consent; and (iv) protect Confidential Information in the same way it protects its own Confidential Information of a similar nature, but in no event exercising less than reasonable care.

9.3 Compelled Disclosure. Notwithstanding the foregoing, Receiving Party shall not be in violation of this Section if it discloses Confidential Information in response to a valid order by a court or other governmental entity, provided that Receiving Party provides Disclosing Party as prompt notice as practicable of such impending disclosure and reasonable assistance (at Disclosing Party’s expense) to permit Disclosing Party to contest the order or seek confidential treatment.

10. Indemnification.

10.1 By Gesso Labs. Gesso Labs shall indemnify, defend, and hold Partner harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any third-party claims, suits, actions, or proceedings (collectively, “Claims”) based on an allegation that the Gesso Labs Marks, in the absence of any modifications by Partner thereto, infringes any United States trademark of any third party.

10.2 By Partner. Partner shall indemnify, defend, and hold Gesso Labs and its affiliates, officers and employees harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any Claims related to Partner’s violation of this Agreement.

10.3 Indemnification Procedure. An indemnifying party hereunder shall be liable for any costs and damages to third parties incurred by the other party which are attributable to any such Claims, provided that such other party (a) notifies the indemnifying party promptly in writing of the claim, (b) gives the indemnifying party the sole authority to defend, compromise or settle the claim (provided, that in the case of any compromise or settlement requiring the indemnified party to admit fault, the indemnified party shall have the right to refuse such compromise or settlement), and (c) provides all available information, assistance, and authority at the indemnifying party’s reasonable request and at the indemnifying party’s reasonable expense to enable the indemnifying party to defend, compromise, or settle such claim. An indemnifying party hereunder shall diligently pursue any defense required to be rendered hereunder, shall keep the indemnified party informed of all significant developments in any action defended by the indemnified party, and shall not enter into any settlement affecting the indemnified party’s interests without the prior consent of the indemnified party.

11. Limitation on Liability.

‍EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND PAYMENTS TO THIRD PARTIES ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL EITHER PARTY, ITS SUCCESSORS OR ASSIGNS, BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY PAID TO PARTNER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

12. General.

12.1 Assignment. Partner shall not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, or otherwise, or delegate any of its obligations hereunder, without the prior express written consent of Gesso Labs. Subject to the foregoing, this Agreement shall be binding upon the successors and permitted assigns of the Parties. Gesso Labs may assign this Agreement to any of its affiliates or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment in violation of the foregoing shall constitute a material breach of this Agreement and shall be null and void.

12.2 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Tennessee or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the state of Tennessee in each case located in the city of Nashville, Tennessee and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

12.3 Relationship of the Parties. The Parties are independent contractors, and no agency, Partnership, joint venture or employee-employer relationship is created by this Agreement. Regardless of the use of the word “partner” in the title of this Agreement, neither Party is, nor shall be deemed to be, a partner, joint venturer, agent, employee or legal representative of the other Party for any purpose. Neither Party shall be entitled to enter into any contracts in the name of or on behalf of the other Party, and neither Party shall be entitled to pledge the credit of the other Party in any way or hold itself out as having authority to do so. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, explicitly provided herein.

12.4 Notices. All required or permitted notices and consents must be in writing and sent to the addressee at the address set forth above, or such address as the parties may specify in writing from time to time, and must be delivered by personal delivery, facsimile or recognized overnight courier. Notices shall be deemed given upon delivery. If to Gesso Labs:  2810 N. Church Street, PMB 90055, Wilmington, DE 19802-4447 Attn: Legal; email: legal@gessolabs.com. If to Partner: Your email address as provided to Gesso Labs Partner team. 

12.5 Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.

12.6 No Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

12.7 Amendment. Gesso Labs may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Gesso Labs will notify Partner of such changes through email or a notification on the website with directions to the latest version. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. Gesso Labs may require you to provide consent to the updated Agreement in a specified manner before further participation in the Partner Program is permitted. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate sixty (60) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. Otherwise, your continued participation in the Partner Program constitutes your acceptance of such change(s).

12.8 Complete Agreement. The Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings, and agreements, whether oral or written, between the Parties respecting the subject matter thereof.  In the event of a conflict between the terms of a Partner Program Contract and this Partner Program Agreement, the terms of the Partner Program Contract shall apply.   

Community
About us
Who we are
Careers
Contact information
Contact us
Developer docs
Legal
© 2023 Co:Create. All rights reserved