CLEVERTAR PARTNER PROGRAM AGREEMENT
Last Modified: 2025-December-05
PLEASE READ THIS PARTNER PROGRAM AGREEMENT AND THE CLEVERTAR PARTNER PROGRAM CONTRACT (INCLUDING ANY SCHEDULES TO THAT CONTRACT) (TOGETHER, THIS “AGREEMENT”) CAREFULLY.
This Agreement governs your participation in the Partner Program (as defined below) and is an agreement between Clevertar Pty Ltd, a company incorporated under the laws of Australia, with its principal address at Stone & Chalk, Marnirni-apinthi Building, Lot Fourteen, North Terrace, Adelaide, SA, 5000 (“Clevertar”) 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 Clevertar (the “Effective Date”). Clevertar and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Order of precedence. If there is any inconsistency between this Partner Program Agreement and an applicable Clevertar Partner Program Contract (including any schedules to that contract), the Clevertar Partner Program Contract (including its schedules) will prevail to the extent of the inconsistency.
BY APPLYING TO JOIN THE CLEVERTAR PARTNER PROGRAM AND/OR PARTICIPATING IN THE PARTNER PROGRAM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT OR UNDERSTAND THIS AGREEMENT, YOU MAY NOT REGISTER FOR OR PARTICIPATE IN THE PARTNER PROGRAM.
“Actively Participate” means Partner’s good faith participation in the co-sell motion for a Commissionable Lead, including:
“Commissionable Lead” means a Lead Clevertar accepts pursuant to Section 3 below.
“Clevertar Materials” means any collateral materials describing Clevertar Products provided to Partner by Clevertar for use in connection with this Agreement.
“Clevertar Partner Program Contract” means any ordering document between Clevertar and Partner setting forth additional terms (such as Referral Fees) to this Agreement.
“Clevertar Products” means Clevertar’s software platform, products and services as further described on Clevertar’s website www.clevertar.com. Clevertar’s products and services include hosted “software as a service”, application programming interfaces, or other products provided by Clevertar for use by a Clevertar Customer, as listed in one or more Order Forms. “Clevertar Products” do not include any products or services expressly excluded in the applicable Order Form or the applicable Clevertar Partner Program Contract (including any schedules to that contract).
“Customer” means a Clevertar customer that is subscribing or has subscribed to Clevertar Products.
“Cross Sales” means instances where the Partner sells additional Clevertar Products to a Customer. For example, if the Customer has an existing Web-based Agent with Clevertar, and the Partner assists in selling that same Customer Clevertar’s Phone-based Agent, then, if the Lead were a Commissionable Lead, Partner would be paid the applicable Referral Fee for the Customer’s purchase of the Phone-based Agent.
“Referral Fees” means the fees payable to Partner as set out in the applicable Clevertar Partner Program Contract (including any schedules to that contract), or as otherwise agreed in writing by the parties.
“Leads” means (i) a potential or prospective Customer identified by Partner, or (ii) a potential opportunity to Cross Sell different Clevertar Products to an existing Customer, as applicable.
“Net Revenue” means the software licensing fees and usage-based fees for Clevertar’s Products received by Clevertar for eligible Clevertar 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, (ii) not including fees for support, implementation, customisation, training, consulting or other professional services, or third-party products or services, and (iii) not including one-time or implementation fees charged by Clevertar for the building, configuration, or deployment of its products.
“Order Form” means the ordering document (including a web-based form) entered into between Clevertar and a Commissionable Lead for the Commissionable Lead’s subscription to Clevertar Product(s) that sets forth the fees owed to Clevertar and the term of the subscription.
“Partner Incentives” means certain product and time-based promotional discounts, spiffs, bounties, etc. offered by Clevertar for Partner, as set forth via written communication from Clevertar.
“Partner Program” means Clevertar’s partner program, as described in this Agreement.
“Partner Program Guide” means any public-facing description of Clevertar’s partner program published on Clevertar’s website from time to time. For clarity, any Partner Program Guide is informational only and does not form part of this Agreement unless the parties expressly agree in writing.
“Referred Customer” means a Commissionable Lead with whom Clevertar enters into an Order Form (excluding trial agreements/Order Forms) to provide the Clevertar Products within six (6) months from the date of Clevertar’s acceptance of such Lead as a Commissionable Lead from Partner, unless such time period is extended by Clevertar 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.
You must complete and submit a Clevertar Partner Program Contract or other documents as required by Clevertar to become a Partner. Clevertar will review your application and notify you whether you have been accepted to participate in the Partner Program via email.
Partner instructs Clevertar to use account registration information and other personal identifiable information collected by Clevertar in connection with Partner’s registration in the Partner Program as described in Clevertar’s Privacy Policy, as updated from time to time
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 Clevertar Products to Leads. In the course of performing its obligations under this Section 3.1, Partner may provide Leads with the Clevertar Materials as supplied to Partner by Clevertar.
To be eligible for acceptance by Clevertar, all Leads must meet the following criteria: (a) at the time of introduction to Clevertar, such Lead is not already an existing Customer of Clevertar, or, for Cross Sales purposes, is not already involved in discussions with Clevertar relating to the sale of additional Clevertar Products; and (b) except for Cross Sales purposes, has not previously been submitted to Clevertar, by another Partner or any other third party, or which has been generated by Clevertar itself.
Lead Registration. Partner must register the Lead via email to the Clevertar partner team (“Lead Registration”). Clevertar will review such Lead and notify Partner via email whether Clevertar accepts such Lead. Clevertar may accept or reject such Leads at its sole good faith discretion (each accepted Lead, a “Commissionable Lead”). If Clevertar rejects such Lead, Partner will immediately cease all Referral Services with respect to such Lead. If Clevertar accepts such Lead, at Clevertar’s request, Partner shall discuss such Commissionable Lead with Clevertar and assist Clevertar in making contact with the Commissionable Lead by arranging an introduction, meeting, conference call, or other means of communication between Clevertar and the Commissionable Lead. Clevertar will use commercially reasonable efforts to accept or reject a Lead within 5 business days of Lead Registration. If Clevertar does not respond within that period, Partner may request escalation to the Partner Manager (or equivalent) nominated by Clevertar.
Active Participation. Partner acknowledges that, where reasonably helpful, Clevertar may request Partner to participate in good faith in the sales process after a Lead has been accepted. Any requirements for active participation, and the consequences of any failure to actively participate (including any reduction of Referral Fees or removal of deal protection), will be as set out in the applicable Clevertar Partner Program Contract (including any schedules to that contract).
Deal Protection Period. For each Commissionable Lead accepted by Clevertar, Clevertar will grant Partner deal protection for 180 days from the acceptance date (the “Protection Period”). During the Protection Period, Clevertar will not accept the same Lead as a Commissionable Lead from another partner.
Extension of Protection Period. The Protection Period will automatically extend while the Lead is in an active mutual sales process, provided Partner continues to Actively Participate. If there is no material sales activity for 60 consecutive days, Clevertar may remove deal protection upon written notice to Partner.
Training. Upon reasonable request by Partner, Clevertar will make good faith efforts to provide Partner with sales training focused on the marketing and promotion of Clevertar Products. In addition, Clevertar may require Partner to participate in mandatory training prior to the commencement of any Referral Services or payment of Referral Fees. Clevertar may offer additional training to Partner as it deems fit. Clevertar may change any of its Products or training from time to time, in Clevertar’s sole discretion.
Meetings. At the request of Clevertar, Partner agrees to meet, either in person or via teleconference, to discuss the status of the relationship contemplated herein.
Restrictions. Partner shall not: (a) sell, resell, distribute, license or sublicense the Clevertar Products directly to any Lead, but will instead refer all Leads to Clevertar in accordance with Section 3; (b) make any statements concerning the Clevertar Products that are false, misleading or inconsistent with the Clevertar Materials or other materials (including price lists) published or otherwise supplied by Clevertar from time to time; (c) make any commitments, warranties or guarantees to Leads with respect to the Clevertar Products, the pricing thereof, or Partner’s relationship with Clevertar; (d) distribute any unsolicited bulk emails (spam) mentioning or referring to Clevertar or the Clevertar Products. Partner has no authority to (i) negotiate any contract for or on behalf of Clevertar; (ii) represent itself as an agent of Clevertar, or (iii) bind Clevertar to any contract, representation or understanding concerning Clevertar or the Clevertar Products, or any other products or services offered by Clevertar.
During the Term and for a period of one (1) year thereafter, Partner will not induce or attempt to induce, directly or indirectly, (i) any Clevertar employee to leave his or her employment with Clevertar except through general solicitations not specifically targeted at Clevertar employees, or (ii) any Clevertar customer to terminate any agreements with Clevertar or to otherwise transition to a supplier that is competitive with Clevertar.
Clevertar Marks. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Clevertar grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Clevertar trademarks, service marks, and logos shared with the Partner by the Clevertar partnership team (the “Clevertar Marks”) to perform its obligations under this Agreement. The use of all Clevertar Marks, including placement and sizing, shall be subject to Clevertar’s then-current trademark use guidelines, which will be provided from time to time. Partner shall, upon request by Clevertar, promptly provide Clevertar with samples of all materials that use the Clevertar Marks. If, in Clevertar’s discretion, Partner’s use of the Clevertar Marks does not meet Clevertar’s then-current trademark usage policy, Clevertar 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 Clevertar 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 Clevertar Marks, and all right, title, and interest in and to the Clevertar Marks shall be retained by Clevertar. Partner acknowledges that Clevertar asserts its exclusive ownership of the Clevertar Marks and the renown of the Clevertar Marks worldwide. Partner shall not take any action inconsistent with such ownership and further agrees to take all actions that Clevertar reasonably requests to establish and preserve Clevertar’s exclusive rights in and to the Clevertar Marks. Partner shall not adopt, use, or attempt to register any trademarks, service marks, or trade names that are confusingly similar to the Clevertar Marks or in such a way as to create combination marks with the Clevertar Marks.
Clevertar Materials. During the term of this Agreement, Clevertar may make available to Partner certain Clevertar Materials. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Clevertar grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to distribute the Clevertar Materials exactly as provided to Partner by Clevertar, solely to perform Partner’s obligations under this Agreement.
Ownership. As between Partner and Clevertar, Clevertar retains all right, title, and interest in and to (a) the Clevertar Marks, (b) the Clevertar Products, (c) the Clevertar 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. Clevertar reserves all rights not expressly granted to Partner by this Agreement.
Suggestions. If Partner provides Clevertar with feedback or suggestions regarding the Clevertar Products or other Clevertar offerings, Clevertar may use the feedback or suggestions without restriction or obligation.
Referral Fees. Subject to the terms of this Agreement, Clevertar shall pay to Partner the applicable Referral Fees based on Net Revenue (or other eligible revenue basis) as set out in the applicable Partner Program Contract (including schedules). 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 Clevertar 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 three (3) years of any Order Form executed with such Referred Customer, regardless of the duration of such Order Form.
Payment Terms. Referral Fees are paid to the Partner within forty-five (45) days after the applicable calendar quarter(s) during which Clevertar has received payment of Net Revenue from the Referred Customer, provided that Clevertar has received a signed invoice from Partner setting forth such Referral Fees. All Referral Fees will be paid in AUD.
Maximum Fees. The aggregate maximum Referral Fee Clevertar will pay to a Partner with respect to a Referred Customer is AUD $20,000.00 unless otherwise approved by Clevertar management in writing.
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.
Forfeited Transactions. Unless otherwise specified in the applicable Clevertar Partner Program Contract (including any schedules to that contract), 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”). Clevertar 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 Clevertar within one year of their accrual shall also be forfeited.
Similar Leads. Leads that convert into opportunities that are materially the same (i.e. same Customer, same products) as opportunities that are in Clevertar’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.
Tiers. In addition to the applicable Referral Fees, Clevertar may offer certain benefits to Partner based on the level of Partner’s participation in the Partner Program and other qualifying criteria, as set out in an applicable Clevertar Partner Program Contract (including any schedules to that contract) (each such level, a “Tier”). Clevertar may 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 Clevertar reserves the right to raise or lower the Tier based on the applicable Partner Program Contract requirements.
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.
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.
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 remedied 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.
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 Clevertar Products, or as a referral partner of Clevertar, (b) immediately cease all use of any Clevertar Marks and Clevertar Materials, and (c) return to Clevertar the Clevertar Materials and all tangible items in Partner’s possession or under its control containing Confidential Information of Clevertar. Upon any termination or expiration of this Agreement, Clevertar shall return to Partner all tangible items in Clevertar’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 for a material breach by Partner, shall not relieve Clevertar of its obligation to pay Partner the Referral Fees that are payable hereunder with respect to Commissionable Leads that have been accepted by Clevertar prior to such expiration or termination of this Agreement. In the event that Clevertar terminates this Agreement in accordance with Section 7 due to material breach by Partner, Clevertar’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.
Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 7 (Term, Termination, Effects of Termination, Survival), 5 (relating to Clevertar trademarks), 10 (General Disclaimers), 11 (Confidentiality), 12 (Indemnities), 13 (Limitation of Liability), and 14 (General).
Notwithstanding anything to the contrary herein, if Clevertar reasonably believes that Partner is in violation of any term of this Agreement or any Clevertar policies as communicated by Clevertar in writing from time to time or via other communication, Clevertar may suspend any payments or benefits available to Partner under this Agreement.
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 Clevertar or the Clevertar Products (as determined by Clevertar in its sole discretion). Additionally, Partner shall present Clevertar and the Clevertar Products to the Leads and the public in a manner that in Clevertar’s good faith discretion reflects well upon Clevertar.
Partner must comply, and must ensure its directors, officers, employees, contractors, and agents comply, with all applicable anti-bribery and anti-corruption laws in connection with this Agreement (together, Anti-Corruption Laws), including (to the extent applicable) the Criminal Code Act 1995 (Cth) and any equivalent laws in jurisdictions where Partner operates. Partner must promptly notify Clevertar in writing upon becoming aware of any actual or suspected breach of Anti-Corruption Laws in connection with this Agreement. Partner warrants that it has not and will not, directly or indirectly, offer, give, authorise, request or accept any improper payment or benefit, including to or from any government official or private person, for the purpose of obtaining or retaining business, securing any improper advantage, or improperly influencing any act or decision, in breach of Anti-Corruption Laws.
To the extent that personally identifiable information is supplied by Partner to Clevertar in relation with a Lead, Partner shall comply with its statutory data protection obligations in accordance with all applicable data protection laws. Without limiting the forgoing, Partner shall ensure that any personally identifiable information supplied or disclosed to Clevertar in relation with a Lead has been obtained fairly and lawfully and that Partner has obtained all necessary consents from individuals whose data is being processed and has the right to transfer such personally identifiable information to Clevertar for the purposes of this Agreement.
Representations and Warranties. Each party represents and warrants to the other that:
Partner further represents and warrants that:
GENERAL DISCLAIMERS. EACH OF CLEVERTAR 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 CLEVERTAR WILL RECEIVE ANY NEW REFERRED CUSTOMERS OR NEW BUSINESS OR THAT PARTNER WILL RECEIVE ANY REFERRAL FEES AS A RESULT OF THIS AGREEMENT. CLEVERTAR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE CLEVERTAR 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.
Warranties to Third Parties. Except in the course of delivering the Clevertar 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 Clevertar Products.
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 Clevertar 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.
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.
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.
By Clevertar. Clevertar 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 Clevertar Marks, in the absence of any modifications by Partner thereto, infringes any Australian or United States trademark of any third party.
By Partner. Partner shall indemnify, defend, and hold Clevertar and its subsidiaries, 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.
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 defence 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.
EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND PAYMENTS TO THIRD PARTIES ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, 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 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. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY
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 Clevertar. Subject to the foregoing, this Agreement shall be binding upon the successors and permitted assigns of the Parties. Clevertar may assign this Agreement to any of its affiliates, subsidiaries, 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.
Governing Law; Venue. This Agreement is governed by the laws of South Australia.
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.
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 Clevertar: Clevertar, ℅ Stone & Chalk, Marnirni-apinthi Building, Lot Fourteen, North Terrace, Adelaide, SA, 5000, email: legal_notices@clevertar.com Attn: Legal. If to Partner: Your address as provided in your account in the Clevertar Partner Contract.
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.
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.
Amendment. Clevertar may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Clevertar will notify Partner of such changes through email with directions to the latest version. The updated Agreement will become effective and binding on the next business day after it is posted. 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. Clevertar 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).
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.
