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Privy Partner Program Agreement

Effective as of January 22, 2021

This Partner Program Agreement (the “Agreement”) is a binding agreement between Privy, Inc. (“Privy”, “We” or “Us”) and you, our partner, (“You”), even though it is electronic and is not physically signed by You and Privy. You acknowledge that this Agreement governs your participation in the Privy Partner Program as further described herein (the “Program”). PLEASE READ THIS AGREEMENT CAREFULLY.

Acceptance of Terms

    1. By accepting this Agreement, or by participating in the Program, You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement, and that the information You provide in registering for the Program is accurate, complete, and is Yours or within Your right to use. If You are entering into this Program on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not participate in the Program.

    2. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You of any material changes affecting your rights through a notification within the Partner Portal and/or email and direct You to the latest version.

Definitions

The following terms have the meaning assigned to them below:

  1. “Affiliate Link” means a unique referral link leading to Your dedicated partner landing page that can be given to Prospective Customers. New accounts that come through this page are automatically affiliated with Your Partner account.

  2. “Active Partner” means (i) a Partner who has had at least one partnership consultation call and has submitted at least one Sales Qualified Lead in the preceding (12) months if part of the Agency Partner Program; or (ii) a Partner that has at least one Closed Subscription in the preceding (12) months if part of the Affiliate Program.

  3. “Closed Subscription” means a sale of a subscription of a Privy Product to a Customer who (i) was an Approved Lead on the date of the sale and (ii) has agreed to the End User Terms and Conditions.

  4. “Documentation” means any and all manuals, instructions, specifications and other documents and materials in any form or medium, including contained within a Privy Product application, that We generally make available to End Users and that describe the Privy Product operation, use, support, maintenance or other features.

  5. “Customer” means an entity that licenses one or more Privy Products for its own use and not for transfer or resale.

  6. “Customer Data” means any information collected, received, processed or maintained by You or on Your behalf from or relating to any Customer or Prospective Customer in connection with the Privy Products, including all registration information, transaction history and satisfaction data, and related data analytics.

  7. “End User” means a Customer or a Person that uses the Privy Products for or on behalf of such Customer.

  8. “End User Terms and Conditions” means the terms of service related to the Privy Products located at https://www.privy.com/terms-and-conditions.

  9. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction.

  10. “Net Revenue” means the initial subscription fees and any upgrades or additions to such fees during the subscription term received by Privy by a Customer relating to a Closed Subscription, less any discounts, taxes, fees (including app store fees), expenses incurred by Privy, refunds and credits.

  11. “Partner” means an individual or entity who has applied and been approved by Privy via the Agency Program Application, and who brings Prospective Customers to Privy via a lead registration form or Affiliate Link.

  12. “Partner Portal” means the web-based application where Partners can register leads, see the status of registered leads, download marketing materials and receive other technical details and support related to the Privy Products.

  13. “Partner Share” means the percentage of the Net Revenue You will receive as set forth below.

  14. “Prospective Customer” means an entity who is brought to Privy by a Partner as a lead for the purpose of converting that entity to a Customer.

  15. “Privy Marketing Materials” means any advertising, promotional or marketing materials for or relating to the Privy Products that We may make available to You from time to time during Your participation in the Program.

  16. “Privy Products” means the Privy application.

  17. “Privy Properties” means all of the Privy Products, the Partner Portal, Privy trademarks (including the Badges), Privy Marketing Materials, Documentation, Privy's Confidential Information, and other technologies, information and materials We provide to You to enable You to market and sell, or provide support or other services for, the Privy Products.

  18. "Sales Qualified Lead" means a Prospective Customer that qualifies for any paid Privy Product.

Marketing and Sales Activity

    1. Subject to the terms of this Agreement, We grant You the non-exclusive, non-transferrable, revocable right to (i) describe yourself in promotional, advertising, and marketing materials relating to the Privy Products as an “Agency Partner” of Privy and (ii) to use and display the badges related to the Program based on Your current Tier (as further described below) that are provided by Privy to You (the “Badges”) solely to market and promote the Privy Products. You may not alter the Badges in any way and you must only use the Badges or the “Agency Partner” designation in connection with participation in the Program. You shall not use the Badges or the “Agency Partner” designation (i) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the Privy Products; (ii) as part of Your corporate or trade name or any domain name; in any way that is likely to cause confusion, mistake or deception; or (iii) in any way that is likely to dilute, tarnish or otherwise diminish the distinctiveness of, or jeopardize the reputation of or goodwill associated with the Privy’s trademarks, Privy Products or Privy or the validity or Privy's ownership of its trademarks or the registrations therein.

    2. If you create any content that relates to the Program or Privy Products, it must be designated as “unofficial”. For example, “The Unofficial Guide to Using Privy.”

    3. You are prohibited from using Privy’s name or any Privy Product name in Google AdWords or in any Pay-Per-Click promotion, without prior written consent of Privy and in accordance with Privy’s brand guidelines.

    4. You agree to comply with any current and future branding and marketing policies provided to You by Privy. You agree to immediately discontinue use of any materials that violate this section.

    5. You shall bear all costs and expenses related to Your marketing of the Privy Products other than any Privy Marketing Materials.

Partner Obligations

At all times during the Term, You will, in accordance with the terms and conditions of this Agreement and at Your own cost:

    1. maintain sufficient knowledge of the industry and products competitive with the Privy Products (including specifications, features and benefits) so as to be able to explain in detail to  Potential Customers and Customers: (i) the differences between the Privy Products and competing products; and (ii) information on standard features of each of the Privy Products;

    2. comply with (i) all then current Privy policies that are applicable to the Agency Partner Program and (ii) all reasonable directions and instructions from Us concerning the commercialization of the Privy Products;

    3. comply with applicable Law and in a manner that is consistent with good business practice and reflects favorably at all times on the Privy Products and the good name, goodwill and reputation of Privy;

    4. not directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of Privy or any Privy Products, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of any Privy Products; and

    5. notify Us if you believe any End User has violated the End User Terms and conditions.

You shall not at any time, directly or indirectly (a) sell or otherwise transfer title or ownership of the Privy Properties; (b) copy, modify or create any derivative works or improvements of any Privy Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Privy Product or any part thereof; (d) bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by any Privy Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent yourself as an agent of Privy, commit Privy to any contracts or incur any obligation or liability whatsoever on behalf of Privy for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments (i) actually, apparently or impliedly on Privy's behalf, or (ii) concerning or relating to any Privy Product that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement, the End User Terms and Conditions, the Documentation or any written documents provided or made available by Privy to You that concern or relate to that Privy Products; (g) access or use the Privy Properties for purposes of: (i) benchmarking or competitive analysis of such Privy Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the Privy Products; (h) market, distribute, license or otherwise make available any Privy Products to or through any Person other than directly to Customers, Prospective Customers and their respective End Users; or (i) in connection with the Program, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law.

Lead Registration

    1. In order to be eligible for the Partner Share, Agency Partners must register the Prospective Customer as a lead using the Lead Registration Form. You will only be entitled to receive Partner Share for a Closed Subscription if (i) You receive a notification from Privy that the lead has been approved (an “Approved Lead”) and (ii) such Approved Lead results in a Closed Subscription prior to expiration. All registrations will expire after (90) days, unless a longer period is mutually agreed upon by You and Privy.

    2. To register a Prospective Customer the following information must be provided in the lead registration form: company name; company URL; and contact first and last name, email and title. You may only submit a Lead Registration Form for prospects that have expressed an interest in using Privy products.

    3. We may accept or reject Prospective Customers in our sole discretion. However, We will generally accept Prospective Customers if (i) the Prospective Customer is not a current customer of Privy, (ii) We are not engaged in an active sales process with the Prospective Customer, (iii) we have not had contact with the Prospective Customer in the last six (6) months, and (iv) another Partner has not previously registered the Prospective Customer.

    4. Privy will respond to any lead submission with notification of Acceptance or Rejection via email within two (2) business days.

    5. You will not receive Partner Share for a Customer if (i) you did not receive a Approved Lead; (ii) the lead was rejected; (iii) the lead has expired; (iv) the lead was previously registered by another Partner; (v) you are currently in the Partner Tier; or (vi) this Agreement has been terminated.

    6. You may also have customers sign up for Privy directly using your dedicated Affiliate Link. Customers that come through your dedicated Affiliate Link do not have to be registered in advance. A Subscription that comes through your Affiliate Link is automatically eligible for Partner Share.

    7. We may from time to time require that you facilitate calls with Privy and Prospective Customers to ensure the quality of the sales experience. You may from time to time request our participation on calls with Prospective Customers, however, our participation and the level of such participation will be determined by Privy in our sole discretion.

    8. We may introduce you to a Prospective Customer. Your use of such information may be subject to additional rules and policies communicated to you by Privy. You may use the information regarding the Prospective Customers only for marketing the Privy Products to such Prospective Customer and for no other purpose. Privy leads are considered Privy’s Confidential Information. Upon Our request You will immediately stop using information regarding such Prospective Customers.

Tiers

Privy may offer certain benefits to You as described on its website based on the level of Your participation in the Program (each a “Tier”). Privy may determine the benefits available for each Tier in its sole discretion and may change the qualifying criteria of each Tier or the benefits available to any Tier in its sole discretion without notice or liability to You.

Partner Share

    1. You will receive Your Partner Share for Closed Subscriptions for as long as the Closed Subscription remains active and You remain an Active Partner. The percentage of Partner Share you will receive is based on your Tier as follows:

      • 10% of Net Revenues for Affiliate Tier
      • 0% of Net Revenues for Partner Tier
      • 10% of Net Revenues for Silver Tier
      • 15% of Net Revenues for Gold Tier

      • 20% of Net Revenues for Platinum Tier

         

    2. Payments in the Privy Partner Program are handled by GrowSumo (a.k.a PartnerStack). GrowSumo pays affiliates by either Paypal or Stripe, dependent on the affiliate’s preference. If the PayPal or Stripe email changes, it is the responsibility of the Partner (your responsibility) to update it within the GrowSumo dashboard to ensure proper commission payments. We will not resend payments returned due to incorrect payment email addresses.
    3. You will not be eligible for any Partner Share if (i) payment of the Partner Share would be prohibited by Law; or (ii) the Customer has paid or will pay you any commission related to the Privy Product or (iii) the Customer is a Partner.
    4. Partner Share will be “earned” as we recognize the revenue of the Closed Subscription. We will calculate the revenue we recognize during each calendar month for Your Closed Subscriptions and pay the related Partner Share on or before the last day of the following month.
    5. You will receive Partner Share corresponding to your Tier at the time of the Closed Subscription. If you move to a higher Tier, your new Partner Share percentage will apply only to new Closed Subscriptions from that point forward.
    6. In the event a Customer uses a discount and does not pay retail price, then notwithstanding your current Tier, You only will be eligible to receive a Partner Share of 5% of Net Revenues, calculated on the discounted subscription price.
    7. If We refund any subscription fees to a Customer, Your Partner Share for the quarter in which the refund takes place will be reduced by an amount equal to the relevant Partner Share times the amount of the refund.
    8. On a case-by-case basis, you may choose to pass along your Partner Share in the form of a discount to the End User. When this happens, you waive your right to Partner Share on that Closed Subscription and will no longer be eligible to receive Partner Share for that Closed Subscription.
    9. You may also choose to opt-out of Partner Share altogether. If you waive your right to Partner Share, Privy is not responsible for any past Partner Share.  You may choose to re-enter into receiving Partner Share at any point, but Partner Share will only be paid out on new Closed Subscriptions from that day forward.
    10. We may split the Partner Share for a Closed Subscription among more than one Partner if we feel that multiple Partners contributed to such Closed Subscription. We may deny the payment of a Partner Share if You did not have significant impact on or if another Partner secured the Closed Transaction, even if you received an Approved Lead. From time to time We may request proof that you are actively engaged with a Prospective Customer. You are responsible for all taxes associated with any Partner Share that You earn pursuant to the Program.
    11. Privy reserves the right to change the prices for the various Privy Products from time to time in its sole discretion. Privy shall honor existing pricing for any Closed Subscription that occurs within ten (10) days of the pricing change, provided that the associated subscription fee is also received by such date. We will notify You of any pricing change by email.

Training

You and your employees may be eligible to participate in any Privy Agency Partner Program Certification (the “Certification”) Privy provides. Participation in the Certification is optional, provided that to maintain status at a given Tier and use the corresponding Badge for such Tier, You may need to complete Certification as required by Privy in Our sole discretion. We may change any of the training we provide from time to time in our sole discretion.

Term

    1. The term of this Agreement shall continue for as long as You are participating in the Program unless earlier terminated by either party as provided below (the “Term”).

    2. Both Privy and You may terminate this Agreement at any time without cause upon thirty (30) days written notice (including via email).

    3. We may immediately terminate this Agreement and Your participation in the Program if (i) You breach this Agreement; (ii) You become insolvent, You are generally unable to pay, or fail to pay, Your debts as they become due, You file, or have filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, You make or seek to make a general assignment for the benefit of Your creditors, or You apply for, or consent to, the appointment of a trustee, receiver or custodian for a substantial part of Your property or business; or (iii) You engage in unethical behavior or caused a reputational risk to Privy or Our brand (as determined in Privy’s sole discretion).

    4. Upon termination of this Agreement by Us without cause, You shall be paid Partner Share for any revenue recognized for a Closed Subscription within thirty (30) days of the effective date of termination. Upon termination of the Agreement by You for any reason or by Us for cause, You shall not be entitled to any Partner Share for revenue recognized for any Closed Subscription after the effective date of termination. After any termination, Privy may use any information related to a Prospective Customer or Customer provided by You to Privy during the Term for any purpose, including marketing and selling any of Privy’s products or services or the renewal of any existing subscription. Following termination of this Agreement, You must immediately stop (a) referring to yourself in promotional, advertising, and marketing materials as an “Agency Partner” of Privy or using any Badges, (b) demonstrating, and marketing the Privy Products to Customers and Prospective Customers, (c) using the Partner Portal, (d) using the Privy Products internally for servicing and supporting End User’s use of the Privy Products, (e) using any Privy Marketing Material or any intellectual property of Privy, including our trademarks, and (f) using any information Privy Confidential Information.

Representations

You represent and warrant to Privy that: (a) You have the full right, power and authority to enter into, and to perform Your obligations under this Agreement; and (b) Your participation in the Program will not conflict with any contract to which You are a party. 

Intellectual Property

    1. The Privy Properties are provided to You solely for the purposes described herein. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to any of the Privy Products or other Privy Properties and We retain all rights in the Privy Products and other Privy Properties. Nothing in this Agreement grants or conveys, or permits You to grant or convey, any ownership right in any of the Privy Properties, or any article or copy thereof or intellectual property rights therein.

    2. Privy shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Privy Products or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) Privy receives from You or any Customer, Prospective Customer or End User without compensation to You or any other party.

    3. Privy shall have a royalty-free, worldwide, non-transferrable, non-exclusive right to use and display your name and logo in connection with the Program and this Agreement.

Confidentiality

    1. In connection with this Agreement and the Program each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the following paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, products, features, employees, plans, strategies, partners, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all unpublished Documentation, non-public Privy Marketing Materials, and information about Prospective Customers, including Customer Data, are Privy’s Confidential Information.

    2. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

    3. The Receiving Party shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care. 

Disclaimer of Warranties and Liability

ALL PRIVY PROPERTIES, THE PARTNER PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT PROVIDED BY PRIVY ARE PROVIDED “AS IS” AND PRIVY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PRIVY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PRIVY MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE PRIVY PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT LIMITED TO THAT ANY PRIVY PRODUCT OR OTHER PRIVY PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR CUSTOMERS’ OR ANY OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE, DEVICE, SYSTEM OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY VIRUS, MALWARE OR OTHER HARMFUL CODE OR ERROR FREE. PRIVY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. ANY REPRESENTATIONS AND WARRANTIES OF OR RELATING TO THE PRIVY PRODUCTS ARE MADE DIRECTLY TO END USERS SOLELY UNDER THE TERMS AND CONDITIONS OF THE END USER'S TERMS AND CONDITIONS.

Limitation of Liability

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

    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, PRIVY’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PARTNER SHARE EARNED BY YOU FOR CLOSED SUBSCRIPTIONS IN THE TWELVE MONTHS PRECEDING THE APPLICABLE ACTION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

    3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, PRIVY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Privy from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from (i) Your breach of this Agreement, (ii) Your participation in the Program, (iii) Your access to, use, misuse or illegal use of Customer Data, and (iv) Our use of any Customer Data that you provide to us. Privy will provide You notice of any such claim, suit, or proceeding and provide all information and assistance reasonably requested by You related to defense of the claim. Privy reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Privy’s defense of such matter.

Compliance with Law

    1. You will comply with opt-out, unsubscribe, “do not call” and “do not send” requests from Customer, Prospective Customer and End Users in a timely fashion. You will be solely liable for any and all damages, losses, expenses, costs (including reasonable attorneys' fees) and other liabilities arising out of or related to advertising, creative, and/or messaging other than the content of the Privy Marketing Materials.

    2. The Privy Properties may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any of the Privy Properties to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Privy Property is prohibited by applicable Law.

    3. You shall at all times remain in compliance with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). You shall not directly or indirectly through any third party make any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity or to influence official action; make any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; make any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; or fail to disclose to Privy fully any contribution or payment made by You (or made by any Person acting on its behalf of which You are aware) that violates the FCPA.

Assignment

You may not may assign this Agreement or any of its rights under this Agreement directly or by reason of merger, reorganization, sale of all or substantially all of Your assets, change in control, operation of law or otherwise, without the prior written consent of Privy. We may assign this Agreement, without Your consent to a parent, affiliate, or successor by way of a merger, reorganization, sale of all or substantially all of Our assets, change in control or operation of law. Subject to the foregoing restrictions on assignment, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. 

Entire Agreement; Amended Terms

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous understandings whether oral or written between You and Privy.

Notices

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You should send notices directly to us to Privy, Inc., 201 South Street, 2nd Floor, Boston, MA 02111, Attn: General Counsel and electronic notices should be sent to support@Privy.com. Unless otherwise specified in this Agreement, We will send notices directed to You to the address or email provided in your registration for the Program.

Severability

If any part of this Agreement is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

Relationship; Independent Contractor

Neither Your participation in the Program or this Agreement shall be construed to create any association, partnership, join venture, employee or agency relationship between You and Privy for any purpose. You have no authority (and You shall not hold yourself out as having authority) to bind Privy, except as specifically provided herein.

No Waiver

Privy’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

Governing Law

The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Massachusetts without giving effect to the conflicts of laws provisions or principals thereof.

Arbitration of Disputes

If we cannot amicably resolve any legal dispute that should arise from Your participation in the Program, You agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Boston, Massachusetts in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both You and Privy. If we cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Massachusetts shall apply to the arbitration proceedings. You agree that the arbitrator’s decision shall be final and binding, and that the prevailing party shall be entitled to recover attorneys’ fees from the other party. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Suffolk County, Massachusetts.