AsisteClick Solutions Partner Program Agreement

This is a contract between you (the Partner) and us (AsisteClick). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily "legal," but we have tried to make it as readable as possible.
By participating in our Program, you accept these terms.
We periodically update these terms. We may also choose to replace these terms in their entirety if, for example, the Program ends or becomes part of another partner program. If we update or replace the terms, we will notify you through an in-app notification on your portal or by email. If you do not agree with the update or replacement, you may choose to terminate as described below.

1. Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the entity in question. "Control," for purposes of this definition, means the direct or indirect ownership or control of more than 50% of the voting interests of the entity in question.
"Agreement" refers to this AsisteClick Partner Program Agreement and all materials referenced or linked herein.
"Confidential Information" means all confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Whether or not marked or designated as confidential, Confidential Information shall include all information relating to: (a) the Disclosing Party's customer and prospect information, including Customer Data and Customer Materials, as defined in the Customer Terms of Service; (b) disclosure of past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, and research and development materials. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
"Cross-Sale" means a limited AsisteClick partner program that, at our discretion in each individual instance, allows a Partner to be eligible for Revenue Sharing on a sale of a complementary Subscription Service to an existing End User, provided that other relevant eligibility, acceptance, and participation criteria set forth in Sections 3 and 4 of this Agreement have been met. Cross-Sale is only available in situations where an End User contracts directly with us for the provision of AsisteClick Products in all original and subsequent transactions. Additionally, Cross-Sale is only available in proposed qualified transactions where all parties involved, namely existing partners, potential new partners, and the end user, are eligible to participate, as determined at our sole discretion. We will directly notify the partner when and if they are eligible for Cross-Sale. Cross-Sale may not be available in all countries or regions, and we reserve the right to change, suspend, limit, or cancel the program, in whole or in part, at any time by notifying the affected Partner by email, in-app notification, or any other reasonable form of notice.
"Customer Terms of Service" refers to those terms and conditions located at http://www.asisteclick.com/terms as amended from time to time.
"End User" refers to the actual authorized user of the AsisteClick Products or the party on whose behalf the AsisteClick Products are used.
"End User Data" refers to all information that the End User, or you, acting on behalf of the End User, submits or collects through the AsisteClick Products and all materials that the End User, or you, acting on behalf of the End User, provides or posts, uploads, inputs, or submits for public display through the AsisteClick Products.
"AsisteClick Content" refers to all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the AsisteClick Products and all our other services.
"AsisteClick Products" refers to both the Subscription Service and Other Products.
"Legitimate Prospect" means a contact, linked to a domain and/or business entity, with whom you have established a demonstrable business relationship and whom you are actively approaching and engaging in pursuit of a sale.
"List Price" means the standard price for the Subscription Service as indicated at /pricing. We reserve the right to change such prices at any time. However, we will not apply any price change to End Users who purchase the Subscription Service within ten (10) days following such price change.
"Net Revenue" means the initial fee, any renewal fee, and any upgrade or downgrade fee actually paid to us by an End User or the Partner for an End User for the Subscription Service. Net Revenue: (i) shall be calculated net of any discounts, taxes payable, and subsequent refunds not due to a breach of contract by AsisteClick, and (ii) shall exclude any implementation, customization, training, consulting, or other professional services, or fees for third-party products or services.
"Other Products" refers to those products and services we offer that are not included in the Subscription Service. For purposes of this Agreement, Other Products include WhatsApp Business API services, and any implementation, migration, customization, training, consulting, additional support, or other professional services provided by AsisteClick, or fees for third-party products or services.
"Qualified Transactions" means those transactions that are eligible for revenue sharing in accordance with the "Qualified Transactions" section of this Agreement.
"Program Policies" refers to the policies applicable to you that we have published at /politicas-del-programa-de-soluciones.
"Partner Revenue Sharing" means an amount equal to twenty percent (20%) of the Net Revenue paid to us by an end user or partner for a qualified transaction.
"Subscription Service" refers to our omnichannel customer service and conversation automation software via chatbots accessible through or another designated URL, and any additional products included with such software, but excluding all Other Products. For the avoidance of doubt, additional products alone shall not be considered Subscription Services.
"User Permissions" means the authorization granted to users within an AsisteClick portal that allows them to access specific resources, such as data and applications.
"We," "us," "our," and "AsisteClick" means AsisteClick.
"You" or "Partner" refers to the party, other than AsisteClick, entering into this Agreement and participating in the Program.
"Partner ID" is a word or number that identifies you as a Program Partner and with which the End User account must be created.

2. Non-Exclusivity
This Agreement does not create an exclusive arrangement between you and us. Both you and we shall be entitled to recommend similar third-party products and services and to work with other parties in connection with the design, sale, installation, implementation, and use of similar third-party services and products.

3. Qualified Transactions
a. Partner Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to: (i) demonstrate and promote the AsisteClick Products to your prospects and customers, and (ii) provide End Users with access to use the AsisteClick Products in accordance with this Agreement and the Customer Terms of Service, provided that End Users accept the Customer Terms of Service. At our discretion, we will provide you with limited sales support, such as occasional participation in a call with you and a prospect.
b. Compliance with Program Policies. You shall comply with the terms and conditions of this Agreement at all times, including the applicable Solutions Program Policies incorporated herein by reference. Specifically, the Solutions Partner Program Policies will include requirements that a Partner must complete to qualify for a given partner tier and may also include further details regarding the requirement that the Partner purchase certain products or services to participate in the Program as a Partner. Additionally, partners must comply with the active participation requirement (defined in Section 3.f. below) for all qualified transactions. Failure to comply with the Solutions Partner Program Policies may result in termination of this Agreement in accordance with the "Termination" section of this Agreement or in accordance with any other termination right we may have.
You shall respect the limits that apply to your use of the AsisteClick Products as specified at /pricing (the "Service Limits"). We may update or change these Service Limits by updating /pricing, so we recommend that you review this page periodically.
c. Other Eligibility Requirements. To be eligible for revenue sharing, a prospect must be registered, accepted, and validated in accordance with the "Prospect Submission, Acceptance, and Validity" or "Shared Prospects" section. You are not eligible to receive revenue sharing or any other compensation from us based on Other Products transactions, based on transactions with an AsisteClick prospect (as defined below), or if: (i) such compensation is prohibited or limited by federal, state, or local law or regulation in Argentina or the laws or regulations of your jurisdiction; (ii) the applicable End User objects to or prohibits such compensation or excludes such compensation from its payments to us or our Affiliates; (iii) we determine that you are acting, or have acted, in a manner that has or may reflect negatively on or affect us with respect to a given transaction; (iv) the End User has paid or will pay such commissions, referral fees, or other compensation directly to you; (v) the End User participates in this Program; (vi) the End User pays the full Subscription license fees net of commissions; or (vi) for any transaction with the End User that precedes in time your becoming a Partner in this Program under this Agreement. In competitive situations with other partners, we may choose to enable Cross-Sale (in situations where the Subscription Service is complementary and Cross-Sale is otherwise available) or provide the revenue sharing to the partner that actually secures the business with the end user, which may result in you not being eligible for revenue sharing, regardless of whether or not you registered the prospect.
We may terminate this Agreement and/or discontinue revenue sharing payments if you fail to meet any of the eligibility criteria set forth in this subsection of the Agreement or as described in the Program Policies at any time.
d. Prospect Submission, Acceptance, and Validity. You must register each prospect with us using the partner tools we provide through your portal (or through a website as we may designate) prior to the closing of a qualified transaction. To register a prospect, the End User's generated AsisteClick account must be created with your Partner ID linked. You may use your Partner ID to include it as a tracking parameter in links to AsisteClick that you share with prospects. The Partner ID may be sent as a URL parameter to AsisteClick, which will generate a cookie on the user's device that will store the Partner ID for 90 days. We will generally accept a prospect that, in our reasonable determination: (i) is a new prospect for us; (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, involved in our active sales process, or of our Affiliates; (iii) is a legitimate prospect whose contact information was obtained legally.
Notwithstanding the foregoing, we may choose not to accept a prospect, at our reasonable discretion. We may choose to do so at the time of your registration submission, or we may deactivate and reject a prospect if we determine that a prospect does not meet the criteria described in this Section 3.d. at any time after submission, including in cases where it was initially accepted.
A prospect is not considered valid: (i) if it is not registered, (ii) if it is not accepted, (iii) if it has expired, or (iv) after this Agreement has expired or terminated.
Once the valid prospect is ready to purchase, at our discretion, we will accept an order and provide the Subscription Service for the End User in order to complete a Qualified Transaction.
If a prospect does not purchase the Subscription Service before their registration expires, you will need to complete the registration process again to re-qualify for revenue sharing for that prospect. Please note that you must have a written and readily available privacy policy and certify that you are providing us with prospect information in compliance not only with all applicable laws and regulations, but also in accordance with your own privacy policy.
e. AsisteClick Prospects. We may choose to introduce you to or send you information about a prospect of ours when we identify that such prospect may need the services you offer (each, an "AsisteClick Prospect"). We may do the same with other partners of ours, even if for the same AsisteClick Prospect. You may use the information about the AsisteClick Prospect provided solely to market and sell our services to them and for no other purpose. Immediately upon our request or the AsisteClick Prospect's request, you shall immediately cease all use of and delete the AsisteClick Prospect information. AsisteClick Prospects are considered our Confidential Information and shall be treated in accordance with the "Confidentiality" section below.
f. Shared Prospects. If we decide to participate in the same sales process as you and this results in the sale of the Subscription Service to a prospect that would otherwise not have been valid due to (i) not being registered, (ii) not being accepted, (iii) being expired, or (iv) exceeding registered capacity limits or other applicable limits (each, a "Shared Prospect") and you have an Active Engagement (defined below) with such Shared Prospect, then we may, at our discretion, determine that the Shared Prospect shall be deemed a registered, accepted, and valid prospect for the purposes of the "Eligibility" section above. An "Active Engagement" means that you have a fully executed written agreement with the Shared Prospect under which you provide your consulting services that (i) predates the closing of the Subscription Service sale or is signed at the same time as the closing of the Subscription Service sale, and (ii) extends at least ninety (90) days after the closing of the Subscription Service sale or has a specific and identifiable deliverable, as determined at our discretion. AsisteClick may request that you provide validation that the End User is engaged with you (for example, by providing a copy of your retention contract with the End User if we so request) for the managed credit or sold validation.
g. Engagement with Prospects and End Users. We may engage with a prospect, lead, or end user directly (i) to enable our Cross-Sale program, (ii) to complete the subscription process, (iii) to fulfill or enforce our obligations under an agreement with such prospect, (iv) to provide support, (v) to carry out our standard marketing and sales activities with prospects; (vi) in connection with Optional Programs, or (vii) as otherwise permitted by this Agreement.
Whenever we engage, we may choose how to interact with each prospect and may request that you collaborate with us in the engagement. At our request, you shall provide us with the prospect's name and contact information, and facilitate an introduction. If a prospect is not valid, we may choose to keep them in our database and may choose to engage with such prospect.
If we request, you shall facilitate our participation in calls with you and various end users. We may request to participate in these calls in an effort to help ensure the quality of your service delivery and for the purpose of managing the Program.
In a resulting Qualified Transaction, (i) the End User shall contract directly with us for the provision of the AsisteClick Products, or (ii) you shall place orders and contract with AsisteClick in your own capacity for the AsisteClick Products with us, specifying the terms of the AsisteClick Products ordered and providing information about the End User as we may request. Option (ii) herein is not possible if the resulting transaction is a Cross-Sale type transaction because you cannot purchase on behalf of an end user and assume the end user's contractual obligations for a Cross-Sale transaction. In the case of (ii) herein, whenever possible, and the prospect is deemed registered, accepted, and valid for the purposes of this Section 3, you may sell the AsisteClick Products to End Users at a price determined solely by you and shall ensure that your agreement with the End User incorporates our Terms of Service or contains the provisions set forth in our Customer Terms of Service. If you purchase on behalf of an end user, you agree to be responsible for the order placed and to guarantee payment of all fees. Additionally, such subscription may only be used for the End User for whom it was originally purchased and may not be reused or reassigned to an alternative End User without our prior written consent.
Regardless of the purchase method and which party is the contracting entity as set forth in the order, we require that each End User accept the Terms of Service when using the AsisteClick Products and Other Products.
You shall take all reasonable steps to ensure that End Users do not use the AsisteClick Products in violation of the Customer Terms of Service. If you discover or have reason to believe that any End User is using the AsisteClick Products in violation of the Customer Terms of Service, you shall immediately notify us in writing.

4. Revenue Sharing and Payments.
a. Payment Requirements; Forfeiture. To receive payment under this Agreement, you must: (i) have accepted the terms of this Agreement, met all eligibility requirements to be a Partner under this Agreement, and be in compliance with this Agreement; (ii) have provided us with all your account information, including your banking information; and (iii) have submitted to us all necessary and valid tax documents and such documents must have been approved. Please refer to the Program Policies for the applicable list of documents that must be submitted and the required delivery method. In order for you to receive revenue sharing, you must have submitted the required documentation set forth in this section no later than thirty (30) days after the end of any given fiscal month. If we have not received such documentation within this period, we will not process the revenue sharing payment until the payment date of the following fiscal month for the applicable qualified transactions.
All AsisteClick payments shall be made by bank transfer for Partners residing in Argentina and by Paypal for Partners residing in countries other than Argentina; and it is your responsibility to ensure that you have provided us with the most current and correct information to facilitate payment. We will not issue payment by any other means. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i) if any of the requirements set forth in this section, Section 4.a., remain outstanding for six (6) months immediately following the closing of a Qualified Transaction, or (ii) we have attempted to pay you a Revenue Share for a Qualified Transaction by bank transfer, and the attempt was unsuccessful (as confirmed in a bank notice), through no fault of our own; and (iii) we contacted the Primary Contact, the Billing Contact, or the Decision Maker Contact on your account (all of which you may update in the application) to obtain the necessary information and have not received a response; and (iv) six (6) months have passed since the date of the initial and failed bank transfer described herein, then your right to receive revenue sharing arising from each and every qualified transaction with the associated end user shall be permanently forfeited (each, a "forfeited transaction"). We shall have no obligation to pay you the revenue sharing associated with a forfeited transaction.
Once you comply with all the requirements of this Section 4, you shall be eligible to receive Revenue Sharing on Qualified Transactions, provided that these Qualified Transactions do not involve the same End User associated with a forfeited Transaction.
b. Revenue Sharing Payment. We, or one of our Affiliates, shall pay the amount of Revenue Sharing owed to you within forty-five (45) days after the end of each fiscal month in an amount equal to the Net Revenue we recognize as revenue from Qualified Transactions during such month, multiplied by the Revenue Sharing percentage. Any subsequent refund made by AsisteClick to the customer as well as any type of charge reversal or credit notes shall be deducted proportionally to the Revenue Sharing percentage in the following fiscal month's settlement. We shall determine the currency in which we pay the revenue sharing, as well as the applicable conversion rate. The currency in which the revenue sharing is paid may differ from the currency that applies to the qualified transaction. We may withhold revenue sharing payment until the amount of revenue sharing owed to you exceeds USD 100.
c. Taxes. You are responsible for the payment of all applicable taxes on revenue sharing. All amounts owed to you are subject to offset by us against any amounts you owe to us.
d. Payment Obligations. In the event that you have placed the order and contracted with us directly for an End User, for payments made by credit card, you shall provide us with your valid and current credit card information or bank account information for payment of the AsisteClick Products fees. You authorize us and our affiliates to charge your credit card or bank account for all payable fees. You also authorize us and our Affiliates to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If you placed the order with us for an End User and/or contracted with us on their behalf, you shall have sole responsibility for invoicing and collecting the End User's fees for the AsisteClick Products, deducting the 20% commission in the same billing process. Your obligation to pay us fees is not contingent upon receipt of payment from the end user.

5. Training and Technical Support
a. Training and Support. We will make available to you, at no charge, various webinars and other resources made available as part of our Program. We will also make available to you a partner toolkit, accessible through your AsisteClick portal. We may change or discontinue any or all parts of the Partner Toolkit, and any other Program benefits or offers at any time without prior notice.
b. End User Training and Support. We may require end users to review and/or purchase our standard AsisteClick onboarding. We will provide user training purchased by an end user as set forth in a mutually agreed order between the end user and AsisteClick. We may communicate directly with any End User regarding the use of the AsisteClick Products and any support issues experienced.

6. Optional Partner Programs
From time to time we may offer you optional tools, beta testing programs, or partner promotions (the "Optional Programs"). If you choose to use any Optional Program, you grant us all rights and permissions to perform all actions reasonably necessary to carry out the purpose of the Optional Programs. If the Optional Programs include us making certain promotions available to our partners, you shall: (i) market and promote the promotion only to your registered and valid prospects, (ii) only market and promote the promotion individually within a distinct sales process, and shall not engage in any form of mass marketing of the promotion, and (iii) follow all other applicable terms and criteria for that specific promotion as we designate.
We may discontinue all or a portion of any optional program at any time.
Additional terms may apply to your participation in optional programs. We will make any additional terms available to you for your review at the time of the offer to participate in such Optional Programs.

7. Trademarks
You grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos ("Participant Marks") in connection with the Program and this Agreement.
We retain all ownership rights in the AsisteClick trademarks. During the term of this Agreement, you may use our trademark provided you follow the usage requirements of this section and the incorporated guidelines. You must: (i) use only the images of our trademarks that we make available to you as part of your participation in this Program (for example, certified partner badges), without altering them in any way; (ii) use our trademarks only in connection with the Program and this Agreement; (iii) comply with this Agreement, all AsisteClick promotional and trademark usage guidelines; and (iv) immediately comply if we request that you discontinue use.
You must not use any of our trademarks: (a) in a misleading or disparaging manner; (b) outside the scope of the Program or this Agreement; (c) in a manner that implies that we endorse, sponsor, or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

8. Proprietary Rights
a. AsisteClick Proprietary Rights. This Agreement does not grant any license to any software. The AsisteClick Products are protected by intellectual property laws. The AsisteClick Products belong to and are the property of us or our licensors (if any). We retain all proprietary rights in the AsisteClick Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the AsisteClick Content, or the AsisteClick Products in whole or in part, by any means, except as expressly authorized by us in writing. AsisteClick, the AsisteClick design, the AsisteClick logos, and other marks we use from time to time are our trademarks and you may not use them without our prior written permission, unless otherwise set forth in this Agreement.
We encourage all customers and partners to comment on the AsisteClick Products, provide suggestions for improvements, and vote on suggestions they like. You agree that all such comments and suggestions shall be non-confidential and that we own all rights to use and incorporate them into the AsisteClick Products, without payment to you.
b. End User Proprietary Rights. As between you and the End User, the End User retains the right to access and use the End User portal associated with the AsisteClick Products, regardless of whether you placed the order with us for an End User or made or make payments for an End User. The end user shall own and retain all rights to the end user data. If we deem it necessary based on the state of the relationship between you and the End User or the particular circumstances, we may communicate directly with the End User and/or may port the ownership of the portal associated with the AsisteClick Products to the End User.
c. Disclosure of User Participation. Please note that any end user portal may have more than one partner or vendor involved in its use of the AsisteClick Products. All information and data about you on the end user portal may be visible to all users of the end user portal and shall not be considered confidential information between you and other portal users. It is the End User's responsibility to set User Permissions to control access to and visibility of all information and data on the End User portal.

9. Confidentiality
a. The Receiving Party shall: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose the Disclosing Party's Confidential Information to any third party, and (iv) limit access to the Disclosing Party's Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less strict than those herein.
b. The Receiving Party may disclose the Disclosing Party's Confidential Information if required under any federal, state, or local law, statute, rule, or regulation, subpoena, or legal process; provided, however, that (i) the Receiving Party provides prompt notice of any request to disclose Confidential Information, sufficient to allow the Disclosing Party to object. The Receiving Party shall disclose Confidential Information to a party other than a government agency only pursuant to a valid order of a court of competent jurisdiction requiring the specific disclosure.
c. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the other party's confidential information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party shall be entitled to seek immediate injunctive relief against any breach or threatened breach of this "Confidentiality" section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such breach.

10. Opt-Out and Unsubscribe
You shall promptly comply with all opt-out, unsubscribe, "do not call," and "do not send" requests, including but not limited to our requests related to AsisteClick prospects and shared prospects. During the term of this Agreement, you shall establish and maintain a privacy policy that complies with all laws and regulations applicable to you and shall establish and maintain appropriate systems and procedures to carry out all opt-out, unsubscribe, "do not call," and "do not send" requests.

11. Term and Termination
a. Term. This Agreement shall apply for as long as you participate in the Program and comply with all Program participation requirements, until terminated.
b. Termination Without Cause. Either you or we may terminate this Agreement with thirty (30) days' prior written notice to the other party.
c. Termination Due to Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement with five (5) days' written notice, provided that you send us written notice within ten (10) days after we send you notice of the change.
d. Termination for Cause. We may terminate this Agreement and/or suspend your or the End User's access to the AsisteClick Products: (i) with thirty (30) days' notice of a material breach if such breach remains uncured at the expiration of such period, (ii) automatically, within thirty (30) days of your failure to comply with the Program requirements applicable to you as a Partner, filing of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, (v) immediately, if the End User violates the Customer Terms of Service or applicable local, state, federal, or foreign laws or regulations, (vi) immediately, if you breach your confidentiality obligations under this Agreement or infringe or have acted in a manner that has reflected or may negatively affect us, our prospects, or our customers.
e. Effects of Expiration/Termination. The expiration or termination of this Agreement for any reason does not terminate your Subscription Service or any Subscription Service you may have purchased on behalf of an End User. Your purchase and use of the Subscription Services is governed by the Terms of Service. Conversely, the expiration of this Agreement and the termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you pursuant to the "Termination Due to Agreement Changes" section, shall not affect our obligation to pay you earned revenue sharing, provided that the related payment by the End User is recognized by us within thirty (30) days after the date of such termination or expiration. If you are a partner, you shall receive one (1) final payment of earned revenue at the end of the month in which the related payment by the End User is recognized. In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any revenue sharing shall terminate on the date of such termination, regardless of whether you would otherwise have been eligible to receive the revenue sharing prior to the termination date. Except as expressly set forth in this section, you are not eligible to receive revenue sharing after the expiration or termination of this Agreement. Upon termination or expiration, you shall cease all use of and delete all AsisteClick prospects and shared prospects if we provided them to you and you do not have the consent of the applicable AsisteClick Prospect or shared prospect to continue using their data and information. Upon termination or expiration, a prospect is not considered valid, and we may choose to keep them in our database and engage with such prospect.
Upon termination or expiration, you shall immediately cease all use of our trademark and remove all AsisteClick badges and references to this Program from your website(s) and other collateral. The termination or expiration of this Agreement shall not cause the termination of your subscription agreement or that of an End User.

12. Partner Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to provide us with prospect data for our use in sales and marketing efforts or as set forth in this Agreement, (ii) your participation in this Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and grant us our right to use the Participant Marks.

13. Indemnification
You shall indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based on or arises from (a) your participation in the Program, (b) our use of the prospect or lead data you provided to us, (c) your breach of this Agreement, (d) your use of or participation in the Optional Programs, (e) your use of the AsisteClick demo account, or (f) our use of the Participant Marks. We shall notify you in writing within thirty (30) days of our becoming aware of such claim; we shall give you sole control of the defense or settlement of such claim; and we shall provide you (at your expense) with all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnities or imposes restrictions on us without our prior written consent.

14. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE ASISTECLICK PRODUCTS, ASISTECLICK CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, OR THE ASISTECLICK DEMO ACCOUNT FOR ANY PURPOSE. THE APPLICATION PROGRAMMING INTERFACES (API) AND THE ASISTECLICK DEMO ACCOUNT MAY NOT BE AVAILABLE AT ALL TIMES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ASISTECLICK PRODUCTS, ASISTECLICK CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND THE ASISTECLICK DEMO ACCOUNT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO THE ASISTECLICK PRODUCTS, ASISTECLICK CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND THE ASISTECLICK DEMO ACCOUNT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
b. No Indirect Damages. EXCEPT FOR YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE "CONFIDENTIALITY" SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.
c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS OF REVENUE SHARES ACTUALLY EARNED BY YOU FOR THE RELATED QUALIFIED TRANSACTION IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. IN THE EVENT THAT THE CLAIM ARISES FROM OR IS RELATED TO THIS AGREEMENT BUT IS NOT RELATED TO A SPECIFIC QUALIFIED TRANSACTION, OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION SERVICE FEES PAID BY THE PARTNER TO ASISTECLICK IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
d. AsisteClick Demo Account and Optional Programs. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE ASISTECLICK DEMO ACCOUNT AND THE OPTIONAL PROGRAMS YOU USE. WE DO NOT COMMIT TO MAKING THE ASISTECLICK DEMO ACCOUNT OR THE OPTIONAL PROGRAMS AVAILABLE TO YOU, AND MAY CHOOSE TO DO SO, OR NOT, AT OUR DISCRETION.

15. Non-Solicitation
You agree not to intentionally solicit the employment of any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months from the termination or expiration of this Agreement. Both you and we acknowledge that (i) any public job posting or public solicitation not specifically directed at such person shall not be considered a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of our employees or contractors.

16. General
a. Amendment; No Waiver. We may update and change any part or all of this Agreement, including replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be posted at /acuerdo-programa-socios-soluciones-asisteclick (or another designated URL) and we will notify you through an in-app notification on your portal or by email. The updated Agreement will become effective and binding on the next business day after its publication. 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.
If you do not agree with the update, change, or replacement, you may choose to terminate as described above.
No delay in exercising any right or remedy or failure to object shall be a waiver of such right or remedy or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
b. Governing Law. This Agreement shall be governed by the laws of the City of Buenos Aires, Argentina, without regard to its conflict of laws provisions. In the event that either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction for such action shall be in the courts of the City of Buenos Aires, Argentina.
c. Force Majeure. Neither party shall be liable for failure or delay in performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunications outage not caused by the obligated party; government restrictions; or other event beyond the reasonable control of the obligated party. Each party shall use all reasonable efforts to mitigate the effect of a force majeure event.
d. Permitted Actions. Except for actions for non-payment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f. Compliance with Applicable Laws. You shall comply, and shall ensure that any third party conducting sales or referral activities on your behalf complies, with all applicable foreign and domestic laws (including, but not limited to, export laws, privacy regulations, and laws applicable to the sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activity, or any activity that may otherwise be detrimental to us, our customers, or to the public. You shall not directly or indirectly export, re-export, or transfer the AsisteClick Products to prohibited countries or individuals or permit the use of the AsisteClick Products by prohibited countries or individuals.
g. Data Processing. To the extent that any Personal Data is processed in connection with the Program, the terms set forth in the Privacy Policies shall apply, which are hereby incorporated by reference.
h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
i. Notices. Notices shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt:
To AsisteClick: Av. Corrientes 1749 Piso 2 Of. 6, CP 1042, Ciudad de Buenos Aires, Argentina. Attention: Luciano Degreef, founder of AsisteClick.
To you: your address as provided in your AsisteClick portal account information. We may give electronic notices through an in-app notification on your portal and we may give specific electronic notices to you by email to your email address(es) on file in our account information for you. We may notify you by telephone calls to the phone numbers on file in our account information. You must keep all your account information with AsisteClick up to date.
j. Entire Agreement. This Agreement is the entire agreement between us for the Program and supersedes all other proposals and agreements (including all prior versions of the AsisteClick Solutions Partner Program Agreement), whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the AsisteClick Products nor dependent on any oral or written public comments made by us regarding future functionality or features of the AsisteClick Products. Both you and we expressly wish that this Agreement and all related documents be drafted in Spanish. We may make versions of this Agreement available in languages other than Spanish. If we do, the Spanish version of this Agreement shall govern our relationship and the translated version is provided for convenience only and shall not be construed to modify the Spanish version of this Agreement.
k. Assignment. You shall not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
l. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
m. Program Policies. We may change the solutions program policies from time to time. Your participation in the Program is subject to the Solutions Program Policies, which are incorporated herein by reference. The Solutions Program Policies can be found here: /politicas-del-programa-de-soluciones. We recommend that you review the Solutions Program Policies periodically.
n. No Licenses. We grant you only the rights and licenses expressly set forth in this Agreement, and you receive no other rights or licenses with respect to us, the AsisteClick Products, our trademarks, or any other property or right of ours.
o. AsisteClick Sales. This Agreement shall in no way limit our right to sell the AsisteClick Products, directly or indirectly, to any current or potential customer.
p. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
q. Survival. The following sections shall survive the expiration or termination of this Agreement: "Revenue Sharing and Payments," "Proprietary Rights," "Confidentiality," "Effects of Expiration/Termination," "Indemnification," "Disclaimers; Limitations of Liability," "Non-Solicitation," and "General."