Partner Agreement

1.1 "Affiliate" means a Partner who refers customers to MaileniumAI and receives commissions based on successful referrals, as distinct from other partnership types.

1.2 "Partner Program" means the MaileniumAI partner program, including but not limited to reseller partnerships, technology integrations, referral programs, and strategic alliances.

1.3 "Partner Portal" means the online platform provided by MaileniumAI for Partners to manage their partnership, track referrals, access marketing materials, and view commission reports.

1.4 "Qualified Referral" means a new customer who (a) registers for a MaileniumAI account through a Partner's unique referral link or code, (b) completes account verification, (c) subscribes to a paid plan within ninety (90) days of registration, and (d) remains an active, paying customer for at least thirty (30) days.

1.5 "Commission" means the revenue share or referral fee payable to Partners as specified in this Agreement or in separate partner agreements.

1.6 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party to the other, including but not limited to business plans, customer data, pricing information, technical specifications, and marketing strategies.

2.1 Eligibility Requirements. To participate in the Partner Program, you must (a) be at least eighteen (18) years of age or the age of majority in your jurisdiction, (b) have the legal authority to enter into binding agreements, (c) comply with all applicable laws and regulations, and (d) meet any additional eligibility criteria specified by MaileniumAI for specific partnership types.

2.2 Application Process. Partners must complete and submit a partner application through the MaileniumAI website or partner portal. MaileniumAI reserves the right to accept or reject any application at its sole discretion, with or without cause or explanation.

2.3 Account Requirements. Approved Partners must maintain an active MaileniumAI account in good standing. Partners are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.

2.4 Partner Categories. MaileniumAI may offer different partnership categories, including but not limited to Reseller Partners, Technology Partners, Integration Partners, and Referral Partners. Each category may have specific terms, commission structures, and requirements as detailed in separate agreements or partner portal documentation.

3.1 Compliance with Laws. Partners must comply with all applicable local, state, national, and international laws and regulations, including but not limited to data protection laws (such as GDPR, CCPA), anti-spam legislation (CAN-SPAM Act, CASL), consumer protection laws, and advertising standards.

3.2 Brand Guidelines. Partners must use MaileniumAI's trademarks, logos, and marketing materials strictly in accordance with MaileniumAI's brand guidelines and only for approved promotional activities. Any use of MaileniumAI's intellectual property must be pre-approved in writing.

3.3 Prohibited Activities. Partners are expressly prohibited from: (a) engaging in any form of spam, unsolicited communications, or deceptive marketing practices; (b) making false, misleading, or unsubstantiated claims about MaileniumAI's services; (c) engaging in any activity that could damage MaileniumAI's reputation or brand; (d) using automated systems, bots, or scripts to generate referrals; (e) creating fake accounts or engaging in fraud; (f) competing directly with MaileniumAI or promoting competing services; (g) reverse engineering, decompiling, or attempting to extract MaileniumAI's source code or proprietary technology; and (h) any other activity deemed inappropriate by MaileniumAI in its sole discretion.

3.4 Customer Support. Partners are responsible for providing initial customer support to their referred customers. MaileniumAI will provide technical support for the platform, but Partners should handle general inquiries and onboarding assistance for their referrals.

3.5 Reporting and Transparency. Partners must provide accurate and timely reporting of their marketing activities, customer referrals, and any issues or concerns that may affect the partnership or MaileniumAI's services.

4.1 Commission Rates. Commission rates vary by partnership type and may be subject to change with thirty (30) days' written notice. Standard commission rates are as follows: (a) Referral Partners: 30% of recurring revenue for the lifetime of referred customers; (b) Reseller Partners: Commission rates as specified in separate reseller agreements, typically ranging from 20% to 40% depending on volume and partnership tier; (c) Technology Partners: Revenue share or referral fees as negotiated in separate partnership agreements.

4.2 Commission Calculation. Commissions are calculated based on the net revenue received by MaileniumAI from Qualified Referrals, excluding taxes, refunds, chargebacks, discounts, and fees. Commissions are calculated monthly and paid within thirty (30) days following the end of each calendar month.

4.3 Payment Thresholds. Commissions will only be paid when the total amount due reaches a minimum threshold of fifty dollars ($50.00) USD, or the equivalent in the Partner's local currency. Unpaid commissions below the threshold will accumulate until the threshold is met.

4.4 Payment Methods. Payments will be made via PayPal, bank transfer, or check, as selected by the Partner in their account settings. Partners are responsible for providing accurate payment information and for any fees associated with payment processing.

4.5 Commission Disputes. Partners must report any commission discrepancies within sixty (60) days of the payment date. MaileniumAI will investigate disputes in good faith, and its determination shall be final and binding.

4.6 Chargebacks and Refunds. If a referred customer requests a refund or initiates a chargeback, any commissions paid for that customer will be deducted from future commission payments. If no future commissions are available, the Partner may be required to reimburse MaileniumAI for the commission amount.

5.1 MaileniumAI's Intellectual Property. All intellectual property rights in MaileniumAI's platform, services, trademarks, logos, marketing materials, and technology remain the exclusive property of MaileniumAI. Partners receive no ownership rights in MaileniumAI's intellectual property except for the limited license to use marketing materials as specified in this Agreement.

5.2 License to Use Marketing Materials. MaileniumAI grants Partners a limited, non-exclusive, non-transferable, revocable license to use MaileniumAI's marketing materials, trademarks, and logos solely for the purpose of promoting MaileniumAI's services in accordance with this Agreement and MaileniumAI's brand guidelines.

5.3 Partner's Intellectual Property. Partners retain all rights to their own intellectual property, including their brand, content, and proprietary technology. By participating in the Partner Program, Partners grant MaileniumAI a limited license to use their name, logo, and testimonials for marketing and promotional purposes.

5.4 Prohibited Use. Partners may not modify, alter, or create derivative works of MaileniumAI's intellectual property without express written permission. Partners may not register or attempt to register any trademarks, domain names, or social media handles that are confusingly similar to MaileniumAI's marks.

6.1 Confidentiality Obligations. Partners agree to maintain the confidentiality of all Confidential Information received from MaileniumAI and to use such information solely for the purpose of performing their obligations under this Agreement. Confidentiality obligations survive termination of this Agreement.

6.2 Data Protection. Partners must comply with all applicable data protection laws when handling personal data of referred customers or MaileniumAI. Partners are responsible for implementing appropriate technical and organizational measures to protect personal data and for obtaining necessary consents for data processing activities.

6.3 Customer Data. Partners acknowledge that customer data belongs to MaileniumAI and its customers. Partners may not access, use, or disclose customer data except as necessary to provide support to their referred customers and in compliance with applicable data protection laws.

6.4 Security Requirements. Partners must maintain reasonable security measures to protect Confidential Information and customer data, including but not limited to encryption, access controls, and regular security assessments.

7.1 Term. This Agreement commences upon MaileniumAI's acceptance of the Partner's application and continues until terminated by either party in accordance with this Section.

7.2 Termination by Either Party. Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice to the other party.

7.3 Immediate Termination. MaileniumAI may terminate this Agreement immediately, without notice, if the Partner: (a) breaches any material term of this Agreement; (b) engages in prohibited activities; (c) violates applicable laws or regulations; (d) becomes insolvent or files for bankruptcy; or (e) engages in any activity that could harm MaileniumAI's reputation or business.

7.4 Effect of Termination. Upon termination: (a) all licenses granted to the Partner immediately cease; (b) the Partner must immediately stop using MaileniumAI's trademarks, logos, and marketing materials; (c) the Partner must return or destroy all Confidential Information; (d) MaileniumAI will pay any outstanding commissions earned prior to termination, subject to the payment terms herein; and (e) Partners will not be entitled to any commissions for customers referred after the termination date.

7.5 Survival. Sections relating to confidentiality, intellectual property, limitations of liability, indemnification, and dispute resolution shall survive termination of this Agreement.

8.1 Partner Representations. Partners represent and warrant that: (a) they have the full power and authority to enter into this Agreement; (b) their participation in the Partner Program will not violate any agreement or obligation to which they are bound; (c) all information provided to MaileniumAI is accurate and complete; (d) they will comply with all applicable laws and regulations; and (e) their marketing activities will not infringe upon the rights of any third party.

8.2 MaileniumAI Representations. MaileniumAI represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) it will provide the Partner Program services in a professional and workmanlike manner; and (c) it will comply with all applicable laws and regulations in the operation of its platform and services.

8.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MAILENIUMAI PROVIDES THE PARTNER PROGRAM AND ALL RELATED SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAILENIUMAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) AND EVEN IF MAILENIUMAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Maximum Liability. MAILENIUMAI'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Partner Indemnification. Partners agree to indemnify, defend, and hold harmless MaileniumAI, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Partner's breach of this Agreement; (b) the Partner's violation of any law or regulation; (c) the Partner's marketing activities or use of MaileniumAI's intellectual property; (d) any claims by referred customers related to the Partner's conduct; and (e) any infringement of third-party intellectual property rights by the Partner.

9.4 MaileniumAI Indemnification. MaileniumAI agrees to indemnify, defend, and hold harmless Partners from and against any third-party claims that MaileniumAI's platform or services infringe upon a valid patent, copyright, trademark, or trade secret, provided that Partners promptly notify MaileniumAI of such claims and cooperate in the defense thereof.

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

10.2 Dispute Resolution. Any disputes arising out of or related to this Agreement shall first be addressed through good faith negotiations between the parties. If negotiations fail to resolve the dispute within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), conducted in Delaware, United States.

10.3 Class Action Waiver. Partners agree that any disputes will be resolved on an individual basis and waive any right to participate in class actions, collective actions, or representative proceedings.

10.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

11.1 Entire Agreement. This Agreement, together with any separate partner agreements, partner portal documentation, and brand guidelines, constitutes the entire agreement between the parties regarding the Partner Program and supersedes all prior agreements, understandings, and communications, whether written or oral.

11.2 Amendments. MaileniumAI reserves the right to modify this Agreement at any time. Material changes will be communicated to Partners via email or through the partner portal with at least thirty (30) days' notice. Continued participation in the Partner Program after the effective date of changes constitutes acceptance of the modified Agreement.

11.3 Assignment. Partners may not assign or transfer this Agreement or any rights or obligations hereunder without MaileniumAI's prior written consent. MaileniumAI may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.

11.4 Relationship of Parties. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties. Partners are independent contractors and are not employees, agents, or representatives of MaileniumAI.

11.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services.

11.6 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving such provision. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11.8 Notices. All notices required under this Agreement shall be in writing and delivered via email to the addresses provided in the partner account or via certified mail to the addresses on file. Notices shall be deemed received upon delivery or, if sent by email, upon confirmation of receipt.

11.9 Headings. Section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

11.10 Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

For questions, concerns, or notices regarding this Partner Agreement, please contact MaileniumAI at:

MaileniumAI Partner Program
Email: partners@mailenium.ai
Website: https://mailenium.ai/partner-agreement

Partners may also access their partner portal at https://mailenium.ai/partner-portal (if applicable) for account management, commission tracking, and additional resources.