Effective as of December 2, 2021

This Partner Program Agreement (the “Agreement”) is a binding agreement between NV Solutions, Inc. (“Spently”, “We” or “Us”) and you, our partner, (“You”), even though it is electronic and is not physically signed by You and Spently. You acknowledge that this Agreement governs your participation in the Spently 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 Spently’s Shopify App Store listing 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 Partner Program; or (ii) a Partner that has at least one Closed Subscription in the preceding (12) months

3. “Closed Subscription” means a sale of a subscription of a Spently Product to a Customer who (i) was an Approved Lead (as defined below) 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 Spently Product application, that We generally make available to End Users and that describe the Spently Product operation, use, support, maintenance or other features.

5. “Customer” means an entity that licenses one or more Spently 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 Spently Products, including all registration information, transaction history and satisfaction data, and related data analytics.  The Customer Data will be treated in accordance with Spently’s Privacy Policy located at https://spently.com/policies/privacy-policy 

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

8. “End User Terms and Conditions” means the terms of service related to the Spently Products located at https://spently.com/policies/terms-of-service
   

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 plus any upgrades or additions to such fees during the subscription term received by Spently by a Customer relating to a Closed Subscription, less any discounts, taxes, fees (including app store fees),  expenses incurred by Spently, refunds and credits.

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

12. “Partner Portal” means the web-based application where Partners can get their Affiliate Link, see registered leads, download marketing materials and receive other technical details and support related to the Spently 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 Spently by a Partner as a lead for the purpose of converting that entity to a Customer.

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

16. “Spently Products” means the Spently Product application.

17. “Spently Properties” means all of the Spently Products, the Partner Portal, Spently trademarks (including the Badges), Spently Marketing Materials, Documentation, Spently'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 Spently Products.

18. "Sales Qualified Lead" means a Prospective Customer that qualifies for any paid Spently 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 Spently Products as an “Referral Partner” of Spently and (ii) to use and display the badges related to the Program that are provided by Spently to You (the “Badges”) solely to market and promote the Spently Products. You may not alter the Badges in any way and you must only use the Badges or the “Referral Partner” designation in connection with participation in the Program. You shall not use the Badges or the “Referral Partner” designation (i) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the Spently 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 Spently’s trademarks, Spently Products or Spently or the validity or Spently's ownership of its trademarks or the registrations therein.

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

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

4. You agree to comply with any current and future branding and marketing policies provided to You by Spently. 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 Spently Products other than any Spently 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 Spently 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 Spently Products and competing products; and (ii) information on standard features of each of the Spently Products;

2. comply with (i) all then current Spently policies that are applicable to the Partner Program and (ii) all reasonable directions and instructions from Us concerning the commercialization of the Spently 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 Spently Products and the good name, goodwill and reputation of Spently;

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 Spently or any Spently 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 Spently 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 Spently Properties; (b) copy, modify or create any derivative works or improvements of any Spently Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Spently 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 Spently Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent yourself as an agent of Spently, commit Spently to any contracts or incur any obligation or liability whatsoever on behalf of Spently for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments (i) actually, apparently or impliedly on Spently's behalf, or (ii) concerning or relating to any Spently 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 Spently to You that concern or relate to that Spently Products; (g) access or use the Spently Properties for purposes of: (i) benchmarking or competitive analysis of such Spently Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the Spently Products; (h) market, distribute, license or otherwise make available any Spently 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, Referral Partners must register the Prospective Customer as a lead by using their Affiliate Link or by introducing them to their designated Partner Manager. You will only be entitled to receive Partner Share for a Closed Subscription if (i) You receive a notification from Spently that the lead has been approved (an “Approved Lead”) and (ii) such Approved Lead results in a Closed Subscription prior to Lead Expiration. “Lead Expiration” will occur automatically  ninety (90) days, after the registration of such lead unless a longer period is mutually agreed upon by You and Spently.

2. To register a Prospective Customer the following information must be provided: company name; company URL; and contact first and last name, email and title. You may only submit a Lead for prospects that have expressed an interest in using Spently 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 Spently, (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. You will not receive Partner Share for a Customer if (i) you did not receive an Approved Lead; (ii) the lead was rejected; (iii) the lead has expired; (iv) the lead was previously registered by another Partner; (v) this Agreement has been terminated.

5. You may also have customers sign up for Spently 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.

6. We may from time to time require that you facilitate calls with Spently 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 Spently in our sole discretion.

7. 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 Spently. You may use the information regarding the Prospective Customers only for marketing the Spently Products to such Prospective Customer and for no other purpose. Spently leads are considered Spently’s Confidential Information. Upon Our request You will immediately stop using information regarding such Prospective Customers.

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 as follows:

20% of Net Revenues

2. Payments in the Spently Partner Program are handled by Refersion. Refersion pays affiliates by Paypal. If the PayPal email changes, it is the responsibility of the Partner (your responsibility) to update it within the Refersion 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 Spently 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 during the first week of the following quarter.

5. You will receive Partner Share at the time of the Closed Subscription.

6. In the event a Customer uses a discount and does not pay retail price, You only will be eligible to receive a Partner Share 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. You may also choose to opt-out of Partner Share altogether. If you waive your right to Partner Share, Spently 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.

9. 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.

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 Spently 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 Spently or Our brand (as determined in Spently’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, Spently may use any information related to a Prospective Customer or Customer provided by You to Spently during the Term for any purpose, including marketing and selling any of Spently’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 “Referral Partner” of Spently or using any Badges, (b) demonstrating, and marketing the Spently Products to Customers and Prospective Customers, (c) using the Partner Portal, (d) using the Spently Products internally for servicing and supporting End User’s use of the Spently Products, (e) using any Spently Marketing Material or any intellectual property of Spently, including our trademarks, and (f) using any information Spently Confidential Information.

Representations

You represent and warrant to Spently 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 Spently 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 Spently Products or other Spently Properties and We retain all rights in the Spently Products and other Spently Properties. Nothing in this Agreement grants or conveys, or permits You to grant or convey, any ownership right in any of the Spently Properties, or any article or copy thereof or intellectual property rights therein.

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

3. Spently 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 Spently Marketing Materials, and information about Prospective Customers, including Customer Data, are Spently’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 SPENTLY PROPERTIES, THE PARTNER PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT PROVIDED BY SPENTLY ARE PROVIDED “AS IS” AND SPENTLY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND SPENTLY 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, SPENTLY MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SPENTLY PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT LIMITED TO THAT ANY SPENTLY PRODUCT OR OTHER SPENTLY 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. SPENTLY 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 SPENTLY 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, SPENTLY’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, SPENTLY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Spently 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. Spently 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. Spently 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 Spently’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 Spently Marketing Materials.

2. The Spently 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 Spently Properties to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Spently 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 Spently 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 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 Spently. 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 Spently.

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 Spently, 1485 Dupont Street, Suite 210, Toronto, ON M6P 3S2, Attn: General Counsel and electronic notices should be sent to [email protected]. 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, joint venture, employee or agency relationship between You and Spently for any purpose. You have no authority (and You shall not hold yourself out as having authority) to bind Spently, except as specifically provided herein.

No Waiver

Spently’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 State of California  without giving effect to the conflicts of laws provisions or principles 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 San Francisco, Californiawith one (1) arbitrator to be selected by mutual agreement of both You and Spently. The laws of the State of California 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 state and federal courts within the State of California.