SharpSpring Partner Terms

These SharpSpring Partner Terms take effect on January 11, 2021. Key changes from the prior version include provisions to accommodate the possibility that Partner may enroll some or all of its Clients in annual subscriptions rather than monthly subscriptions:

These SharpSpring Partner Terms (these “Terms”) govern the Premium Partner Agreement (the “Premium Partner Agreement” and, together with these Terms, this “Agreement”) between SharpSpring Technologies, Inc. (“SharpSpring” or “Company”) and the partner identified in the Premium Partner Agreement (“Partner”). The parties agree as follows.

  1. Construction.
    The Premium Partner Agreement between Company and Partner incorporate these Terms by reference. In the event of a conflict between the Premium Partner Agreement and these Terms, these Terms will prevail.
  2. License Grant and Restrictions.
    1. Access by Partner’s Clients. Company hereby grants Partner a limited, non-exclusive, revocable, nontransferable (subject to Section 16 (Assignment and Change of Control)), worldwide right to grant Partner’s own advertising agency clients (“Client” or “Clients”) access to and use of the SharpSpring software as a service Marketing Automation Platform (the “SaaS”). Partner shall not (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available (“Offer”) the SaaS to any other agency or any other third party besides Clients, and (b) will not knowingly Offer the SaaS to any client of any other agency. The additional terms and conditions in Section 3 (Enrollment Terms) apply to Partner’s exercise of this grant.
    2. Grants to Partner.
      1. Internal Use. Company hereby grants Partner a limited, non-exclusive, revocable, nontransferable (subject to Section 16 (Assignment and Change of Control)), worldwide right to use the SaaS only for Partner’s own internal business purposes, and subject to the terms of this Agreement.
      2. Marketing SaaS to Clients. Partner may also use the SaaS to market the SaaS to its Clients.
    3. No Modifications. Partner shall not modify or make derivative works based upon the SaaS.
    4. No Unauthorized Access. Partner shall not exceed any access Company allows it, or access Company services or resources without Company’s authorization, or reverse engineer the SaaS. Breach of this section may violate the Computer Fraud and Abuse Act, Economic Espionage Act, or other laws.
    5. No Intellectual Property License. Although Partner and its Clients may access and use the SaaS under the terms and conditions of this Agreement, except as specifically provided in Section 4 (License to Partner of Company Marks) and other sections, this Agreement does not convey any Intellectual Property Rights to Partner or to its Clients, either by license or by assignment. Company owns all right, title, and interest, including all related Intellectual Property Rights, in and to the SaaS. This Agreement is not a sale, and does not convey any ownership rights in the SaaS (including its underlying software). “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives of those rights, and other forms of protection of a similar nature.
    6. Professional Services. If Company, at Partner’s request, agrees to perform professional or consulting services for the benefit of Partner or a Client, the parties will execute an order, statement of work or other similar document (each, an “Order”). Each Order will be governed by this Agreement as supplemented by the Professional Services Addendum at https://sharpspring.com/legal/professionalservicesterms (the “Professional Services Addendum”). Partner will be deemed to be “Customer” for the purposes of the Professional Services Addendum.
  3. Enrollment Terms.
    1. No Further Downstream Rights. Only Partner has the rights specified in Section 2.1 (Access by Partner’s Clients); Clients have no resale rights.
    2. Direct Relationship with Clients.
      1. Company agrees not to intentionally solicit Partner’s Clients to circumvent Partner and purchase the SaaS directly from Company. However, if a Client approaches Company or Partner grants Company permission, Company may engage that Client directly.
      2. Company may communicate with Clients directly for the purpose of providing the SaaS. With Partner’s consent, Company may communicate with Clients for other purposes including selling services to Clients other than the SaaS contemplated by this Agreement (“Other Services”).
      3. Company may access Clients’ data for the purpose of providing the SaaS, and for any other purpose Company deems necessary.
      4. If Partner enrolls Clients in the SaaS, Partner must receive specific authorization from each Client related to that Client’s use of the SaaS.
  4. Co-Marketing and Trademark License.
    1. License to Partner of Company Marks.
      1. Company hereby grants to Partner a non-exclusive, nontransferable, non- sublicensable, revocable license to use Company’s Trademarks during the Term of this Agreement, solely on or in connection with the promotion and advertising of the SaaS in accordance with the terms and conditions of this Agreement.
      2. On Company’s request, Partner will promptly stop displaying or using the Trademarks or change the manner in which any of the Trademarks is displayed or used.
      3. Partner’s use of the Trademarks is subject to Company’s trademark policies as posted on Company’s website at http://sharpspring.com/identity/ which Company may amend from time to time in its sole discretion, and the terms and conditions of this Agreement.
      4. For the purposes of this Agreement, Company’s “Trademarks” are: the “SharpSpring” name, and the SharpSpring arrow logo. This Agreement does not convey rights to other Company trademarks.
    2. License to Company of Partner Marks. Partner hereby grants Company a limited, personal, nontransferable, royalty-free revocable license during the Term to link to, download, and reproduce those Trademarks Partner posts to its website in the normal course of business, and to identify Partner and display Partner’s trademarks in Company’s marketing materials and the portions of Company’s website relating to its partners. Partner may at any time opt out of this Section 4.2 (License to Company of Partner Marks) by emailing notice to Partner’s Account Manager, after which Company will remove any posted materials in a commercially reasonable timeframe.
    3. Co-Marketing. Company hereby grants Partner a limited, personal, nontransferable, royalty-free revocable license during the Term to link to, download, and reproduce brochures and other marketing materials regarding the SaaS that Company posts to its website in the normal course of business; to identify itself as a “SharpSpring Partner”; and to display Company’s Trademarks in Partner’s marketing materials and the portions of its website relating to the SaaS and its own related services. Partner agrees that it will not display discounted Company pricing on its website or other sales materials.
  5. Financial Terms.
    1. Subscription Fees and Charges.
      1. The Premium Partner Agreement establishes the initial wholesale price per license for the SaaS applicable to Partner (the “Partner Fee”), which Company will charge to Partner via the payment method specified by the Premium Partner Agreement or as the parties otherwise agree. Company may change the Partner Fee at any time on notice to Partner given at least sixty (60) days (in the case of annual subscriptions) or thirty (30) days (in the case of monthly subscriptions) before the beginning of the next Renewal Term (as defined below).
      2. Partner will establish the monthly charge per license (the “Subscription Charge”) to be paid by Clients that Partner enrolls to receive the SaaS (each an “Enrolled Client”), provided, that Partner will in no event establish a Subscription Charge for any Enrolled Client that is less than the Partner Fee.
    2. Billing of Enrolled Clients.
      1. Subject to Section 5.2.4, Company each month will notify each Enrolled Client that the following are due for payment (a) the Subscription Charge, and (b) any additional fees and charges incurred by Partner or the Enrolled Client for additional contacts, additional emails, optional products, Other Services or otherwise (“Additional Charges” and, together with the Subscription Charge, the “Total Charges”) and, as applicable, will make commercially reasonable efforts to charge the credit card, bank account or other payment method supplied by the Enrolled Client for the amount of Total Charges plus any Agency Fees (as defined in Section 5.2.2). All amounts Company collects will be applied in the following order: Additional Charges, Subscription Charges and Agency Fees.
      2. Company, at its option and as an accommodation to Partner, may permit Partner to use Company as its billing agent with respect to fees that one or more Enrolled Clients owe Partner (“Agency Fees”) for Partner’s advertising agency services to the Enrolled Client (“Partner Services”). Partner, to the extent it avails itself of this service with respect to any Enrolled Client: (a) represents and warrants to Company with respect to each Agency Fee that Partner has accurately and fully described the Partner Services to which the Agency Fees apply; and (b) will be solely responsible for paying directly to each Enrolled Client any refunds, credits and other amounts Partner owes to the Client with respect to the Agency Fees or otherwise.
      3. Partner, as between Partner and Company, is solely responsible for (i) specifying the rate of the sales tax (“Sales Tax”) or value added taxes, general services taxes and similar taxes and levies (collectively, “VAT”) applicable to each Enrolled Client for each of the SaaS and Partner Services; and (ii) timely remitting Sales Taxes and VAT to the appropriate governmental authorities. Partner will:
        • (a) Defend, indemnify and hold Company harmless from and against any claims, demands, suits or proceedings, and all related damages, liabilities (including liability Sales Tax, VAT and related penalties and interest), costs and expenses (including costs and reasonable attorneys’ fees) arising from or relating to Partner’s fail to comply with this Section 5.2.3.
        • (b) Notify each Enrolled Client who is subject to VAT that a VAT invoice will appear in the Client’s instance of the SaaS. Partner shall be solely responsible for the accuracy information contained in each VAT invoice.
      4. Notwisthstanding Section 5.2.1, at the sole discretion of Company, Partner may retain billing responsibility for one or more Enrolled Clients, in which case Partner will be solely responsible for invoicing and collecting from the affected Enrolled Client(s).
    3. Partner Relationship.Company’s unique Partner pricing is only available to Partners that continue to pay reliably on time for use of the SaaS. If collection issues arise, Company reserves the right to immediately revoke the “wholesale” Partner pricing and convert Partner and Partner’s Clients to individual “retail” pricing plans consistent with then-current prices offered to direct end user customers.
  6. Referrals.
    1. Company may, from time to time, offer referral incentives to Partner or individuals associated with Partner or Partner’s Clients whereby Company shall offer and provide payments or other incentives upon referrals leading to new sales.
  7. Included Training and Consulting Services.
    1. A one-time Initial Fee is due at the signing of the Premium Partner Agreement (see the Onboarding and Unlimited Support section of the Premium Partner Agreement). This Initial Fee covers initial onboarding, training, and consulting services that Company shall make available to Partner. These services are designed to introduce Partner personnel to the SaaS, and to make it knowledgeable and productive with it. These services shall be available for two (2) months from the date of the Premium Partner Agreement. Any additional training and consulting services are outside the scope of this Agreement, but may be purchased from Company as a separately negotiated services engagement. Company will not provide such services to Partner’s Clients, except under a separately negotiated services engagement between Company and that Client.
  8. Customer Data.
    1. Customer” means Partner for Partner’s use of the SaaS for its own internal purposes under Section 2.2.1 (Internal Use), and the Client for each Client’s use of the SaaS. “Customer Data” means any data, information, or material that Customer provides to the SaaS. Company does not own Customer Data. Customer Data is the respective Partner or Client’s proprietary and confidential information, and will not be accessed, used, or disclosed by Company except for the limited purpose of supporting use of the SaaS or as described in Section 17 (Legal Disclosures). Company will comply in all respects with applicable data protection laws and regulations, including as applicable the California Consumer Privacy Act and General Data Protection Regulation (2016/679/EU), and will protect Customer Data in accordance with the privacy and data security policies and procedures set forth at https://help.sharpspring.com/hc/en-us/sections/115000694011-Security/.
    2. Notwithstanding the foregoing, Partner grants to Company, and Company accepts from Partner, a non-exclusive, limited license to study Customer Data and to use data to develop better algorithms for the SaaS (“Algorithms”), and for additional products and/or features developed by Company. Under no circumstances shall Company have any right to include or incorporate any personally identifiable information in the Algorithms or to disclose to any third party any personally identifiable information. Partner and its Clients are solely responsible for the accuracy, legality, reliability, and intellectual property ownership of their Customer Data. Company is not obligated to provide Partner or Customers a way to download or otherwise export Customer Data out of the SaaS. Upon Client request, Company may at its discretion separate Client data from the Partner management console and allow the Client to continue using the SaaS. Company may access Clients’ data for the purpose of providing the SaaS, and for any other purpose Company deems necessary.
  9. Partner Responsibilities.
    Partner is responsible for all activity occurring under Partner user accounts, and will abide by all applicable laws, treaties, and regulations in connection with its use of the SaaS. Partner administrators shall have the authority to act on behalf of Partner its Clients to perform administrative duties, enter into binding agreements and accept charges.
  10. No Spam.
    1. Spam Definition.Spam” means unsolicited bulk email, as defined in more detail by Spamhaus: http://www.spamhaus.org/consumer/definition/. This definition is intentionally broader than those used in certain laws, including the CAN-SPAM Act of 2003 (15 U.S.C. 7701 et seq.), California law (Cal. Bus. Prof. Code 17529 et seq.), and Canadian law (S.C. 2010, c. 23).
    2. Spam Policy. Company does not tolerate sending Spam through its SaaS. Partner agrees not to use the SaaS to send Spam, and acknowledges that sending Spam is a material breach of this Agreement for which immediate termination is appropriate (see Section 13.3 (Termination for Cause)), and that Company may immediately suspend Customer’s account for sending Spam. Company will not make any refunds, full or partial, if it terminates Partner for non-compliance with this spam policy.
    3. Spam Laws. Customer agrees that it is solely responsible for remaining in compliance with applicable Spam laws such as the CAN-SPAM Act of 2003, the Canadian Anti-Spam Legislation (CASL) and other applicable laws. The SaaS is designed to provide Customer with the ability to remain in compliance with such laws through the use of its features. Additional information on using the SaaS and compliance with anti-spam laws can be found in the help section of the SaaS.
    4. Email Filtering. Company may filter out and not deliver Partner or Client emails it believes, in its discretion, may harm the reputation of its SaaS, email service, or IP addresses. If emails are not delivered for this reason, (a) Company will promptly notify Partner and make commercially reasonable efforts to assist Partner to resolved the issue, and (b) non-delivered emails shall count toward Partner’s or its Clients’ Subscription Charges as though they were delivered.
  11. Separate Website Agreements.
    In addition to this Agreement, both Partner and its Clients and their respective authorized users are also bound by Company’s separate website agreements: the Acceptable Use Policy (located at http://sharpspring.com/legal/aup), and the Privacy Policy (located at http://sharpspring.com/legal/privacy/). If there is any conflict between agreements, the terms of this Agreement shall prevail.
  12. No Equipment.
    Partner and its Clients shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (“Equipment”). Partner and its Clients shall also be responsible for maintaining the security of their Equipment, SaaS accounts, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Partner or Client accounts or the Equipment with or without Partner’s or its Clients’ knowledge or consent.
  13. Term and Termination.
    1. Term. The initial term of this Agreement (the “Initial Term”) begins on the date of the last signature on the Premium Partner Agreement, and will continue for the period established by the Premium Partner Agreement. Thereafter, this Agreement will automatically renew for consecutive periods of the same length (each, a “Renewal Term”) until the scheduled expiration date of the last-to-expire Client subscription (including any renewals) and, thereafter, until either party gives the other party notice of nonrenewal as provided by the Premium Partner Agreement, in which case this Agreement will expire immediately before the beginning of the applicable Renewal Term. This Agreement refers to the Initial Term together with all Renewal Terms as the “Term.”
    2. Early Termination Fees. If (a) the Initial Term is one year or longer and Partner terminates this Agreement (other than for cause pursuant to Section 13.3) during the Initial Term or any Renewal Term, or(b) Partner or the applicable Client terminates a Client annual subscription (other than for cause pursuant to Section 13.3) during the subscription period, then for each affected Partner and Client subscription Partner will pay Company an early termination fee equal to the sum of (x) to the extent not previously paid, the Subscription Charges in respect of the first 6 months of the then-current term of each affected subscription, and (y) 50% of the Subscription Charges that otherwise would have been due for the remainder of the then-current term of the affected Client annual subscriptions.
    3. Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment or abuse of the SaaS), if the other party materially breaches any of the terms or conditions of this Agreement. Partner will pay in full for the SaaS up to and including the last day on which access to the SaaS is provided in accordance with Section 13.5. If Partner is terminated for nonpayment or Company is otherwise unable to collect payment from Partner, Company may, at its discretion, charge, invoice and attempt to collect allocated or pro-rata charges from Partner’s Clients for use of the SaaS.
    4. Refunds. Partner agrees to pay for the SaaS during the Term. Partner shall not receive any refunds or credits for partial use or non-use of the SaaS during the Term.
    5. Payments Due Upon Termination. Generally, Company bills for the SaaS in arrears. Upon termination, Partner shall make full payment for use of the SaaS through the full Term. In most cases, two additional payments shall be required (one for the current month, and one for the month encapsulating the 30-day notice period).
    6. Surviving Terms. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  14. Support Terms.
    1. Company will provide technical support to Partner via both telephone and electronic mail on weekdays during the hours of 8:30 am through 8:00 pm Eastern time, with the exclusion of Federal holidays (“Support Hours”).
    2. Partner may open a Helpdesk ticket during Support Hours by calling (888) 428-9605, or any time by submitting a ticket in the SaaS, found under “Get Support” in the help section of the SaaS.
    3. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
  15. Notifications and Service Messages.
    For purposes of service messages and notices about the SaaS, Company may place a banner notice across its pages to alert Partner to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Company to an email address associated with Partner’s account, even if Company has other contact information. Company may also provide notices and otherwise communicate with Partner by posting to the Partner Portal, through Partner’s account or through other means including email, mobile number, telephone, or delivery services including the postal service, about Partner’s account or services associated with Company. Company shall have no liability associated with or arising from Partner’s failure to maintain accurate contact or other information, including, but not limited to, Partner’s failure to receive critical information about the SaaS.
  16. Assignment and Change of Control.
    1. Assignment. This Agreement is not assignable, transferable, or sublicensable by Partner except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
    2. If Company gives consent to any assignment, Partner’s assignee shall be a “New Party.”
    3. If Partner undergoes a Change of Control, its acquirer or successor shall be deemed a New Party. “Change of Control” means the sale of more than 50% of a party’s stock, a sale of all or substantially all the assets of a party, or a change in a majority of a party’s board members.
  17. Legal Disclosures.
    Company may disclose information about Partner, its Customers, or Customer Data, to third parties if Company determines that disclosure is reasonably necessary to comply with the law or an enforceable government request, to protect any person from death or serious bodily injury, to investigate or prevent fraud or abuse of Company or its customers, or to protect Company’s property or other legal rights. Company may in the future publish transparency reports describing requests it receives for Customer Data or other Partner or Customer information.
  18. Warranty and Disclaimer.
    The SaaS may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, Company does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “as is”, and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
  19. Indemnity.
    Company will hold Partner harmless from liability to third parties resulting from infringement by the SaaS of any United States patent or any copyright or misappropriation of any trade secret, provided that Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the SaaS (i) not supplied by Company, (ii) made in whole or in part in accordance with Partner specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Partner continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Partner’s use of the SaaS is not strictly in accordance with this Agreement. If, due to a claim of infringement, the SaaS is held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the SaaS to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Partner a license to continue using the SaaS, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Partner’s rights hereunder and provide Partner a refund of any prepaid, unused fees for the SaaS.
  20. Limitation of Liability.
    In no event will either party or its suppliers or licensors be liable to the other party under any theory of liability, however arising, for indirect, special, punitive, incidental or consequential damages of any kind arising out of this Agreement including, without limitation, damages for loss of business profits, business interruption, loss of business information and the like even if it has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy under this Agreement. To the fullest extent permitted by law, each party’s aggregate liability under this Agreement will not exceed an amount equal to the fees Partner has paid under this Agreement for the twelve (12) months before the date of the last event giving rise to the liability. The exclusions and limitations of liability in this Section 20 will not apply to (a) a breach of Section 8.1 (Customer Data); or (b) amounts paid or payable in connection with a party’s indemnification obligations under this Agreement.
  21. Export Regulation.
    The SaaS, including any software, documentation, and any related technical data included with, or contained in, the SaaS, and any products utilizing any such SaaS, software, documentation, or technical data (collectively, “Regulated Items”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. Partner shall not, and shall not permit any third parties to, directly or indirectly, export, re-export, or release any Regulated Items to any jurisdiction or country to which, or any party to whom, the export, re-export, or release of any Regulated Items is prohibited by applicable federal law, regulation, or rule. Partner shall be responsible for any breach of this Section 21 (Export Regulation) by its, and its successors’ and permitted assigns’, parent, affiliates, employees, officers, directors, customers, agents, distributors, resellers, or vendors. Partner shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, or releasing any Regulated Items.
  22. Dispute Resolution.
    1. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate (“Claim”), shall be determined by arbitration in Gainesville, Florida before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from any federal or state court that has jurisdiction over the subject matter and is located in the state of Florida (“Court of Competent Jurisdiction”).
    2. Restrictions Against Joinder of Claims. Partner and Company agree that any arbitration shall be limited to each Claim individually. Partner and Company hereby agree that each may only bring claims against the other in Partner’s or Company’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class action basis or to employ class action procedures, and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
    3. Attorneys’ Fees. If either party institutes any action, suit, or other legal or administrative proceeding against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
  23. HIPAA.
    The SaaS utilizes advanced security and data storage protocols designed to protect Partner and Client information. The SaaS may be used by businesses governed by HIPAA, however, the SaaS was not designed to be utilized for health records, and was not designed to be HIPAA compliant. Partner and Clients have full responsibility to comply with HIPAA, and Partner and Clients agree not to use the SaaS to collect health records.
  24. General.
    1. Relationship of the Parties. The parties shall be independent contractors pursuant to this Agreement. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party.
    2. Governing Law.This Agreement shall be governed by laws of Florida, without regard to the choice or conflicts of law provisions of any jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly excluded.
    3. Construction. This Agreement is the result of negotiations between the parties, and has been reviewed by each of them and their respective counsel, if any. This Agreement will be deemed product of all the parties, not to be construed against any of them for playing any greater part in its preparation.
    4. Amendments. Company may amend this Agreement from time to time and such amended and updated Agreement will acquire full effect and contractual force between Company and Partner, and will amend, supersede and replace this Agreement on the first day of the calendar month following Company’s notice to Partner of the amendment.
    5. Waivers. No waiver of any rights under this Agreement, shall be effective unless written and signed by the parties. No delay or failure to require performance of any obligation under this Agreement will constitute a waiver, then or in the future.
    6. Entire Agreement. This Agreement states the entire agreement and understanding of the parties on its subject matter, and supersedes all prior or contemporaneous discussions, understandings, and agreements between the parties, oral or written, on that subject matter.
    7. Severability. If one or more provisions of this Agreement are held unenforceable, the parties agree to renegotiate those provisions in good faith. If the parties cannot agree on enforceable replacements, then those provisions shall be excluded from this Agreement, the rest of the Agreement shall be interpreted as if the provisions were excluded, and the Agreement shall be enforceable in accordance with its remaining terms.