Legal

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.
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“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.
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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.