LIMBLE

Release Date: Version 1.0; July 29, 2024

BY APPLYING TO LIMBLE’S REFERRAL PARTNER PROGRAM OR CLICKING A BOX INDICATING ACCEPTANCE OF THIS REFERRAL PARTNER AGREEMENT, YOU AGREE TO THIS REFERRAL PARTNER AGREEMENT ON BEHALF OF THE REFERRAL PARTNER. IF YOU DO NOT AGREE TO THIS REFERRAL PARTNER AGREEMENT, OR IF YOU DO NOT HAVE AUTHORITY TO BIND REFERRAL PARTNER TO THIS REFERRAL PARTNER AGREEMENT, THEN YOU ARE NOT PERMITTED TO PARTICIPATE IN LIMBLE’S REFERRAL PARTNER PROGRAM.

Referral Partner Agreement

This Referral Partner Agreement is a binding contract (the “Agreement”) by and between Limble Solutions, Inc. (“Limble”) and the individual, entity, or other organization applying to the Limble Referral Partner Program (“Referral Partner” or “Partner”). Limble and Referral Partner may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

1. 1. OVERVIEW.
   1. 1.1. Limble and Its Service. Limble is an information technology company that provides and licenses software services designed to help customers maintain equipment and other physical assets, including a computerized maintenance management system known as “Limble CMMS.” Limble CMMS is provided and licensed by Limble to Customers (as defined below) on a subscription basis and is referred to in this Agreement as the “Subscription Service” or “Service.” At any time, Limble may change the Subscription Service that is available to Customers as contemplated by this Agreement, and this Agreement will apply to the then-current version of the Subscription Service and not to outdated or replaced versions.
   2. 1.2. Customers. A “Customer” is a person, corporation, limited liability company, or other entity to which Limble sells a subscription to access and use the Subscription Service.
   3. 1.3. Referral Partner. Referral Partner has contacts with potential Customers, has the capability to market and promote the Subscription Service to potential Customers, and wishes to refer prospective Customers to Limble.
2. 2. REFERRAL PARTNER PROGRAM.
   1. 2.1. Program Application. Referral Partner desires to participate in the Limble Partner Program (the “Partner Program” or “Program”). To begin the enrollment process, Referral Partner must complete and submit an application to the Program using the Program Platform (as defined below) or another method specified by an authorized Limble representative (“Program Application”). Referral Partner warrants that all information submitted to Limble in connection with Referral Partner’s Program Application is accurate, true, and complete. Limble will evaluate Referral Partner’s Program Application and notify Referral Partner of its acceptance or rejection within approximately 30 days after the last communication between Referral Partner and Limble concerning Referral Partner’s Program Application. Limble may reject the Referral Partner’s Program Application for any or no reason in Limble’s sole discretion. If Limble rejects Referral Partner’s Program Application, then Referral Partner will receive written notice of the rejection and this Agreement will immediately terminate under Section 7.2 below.
   2. 2.2. Program Acceptance. If Limble accepts Referral Partner into the Partner Program, then Limble will notify Partner of its acceptance through the Program Portal or using another notice mechanism set forth in Section 16.4 below. Partner is not accepted into the Program unless and until Partner (a) receives notice of acceptance to the Program, and (b) accepts the Agreement. Effective upon Partner’s acceptance into the Program, and subject to Partner’s compliance with this Agreement, Limble hereby appoints Partner as a non-exclusive representative of the Subscription Service, and Partner hereby accepts this appointment and agrees to exert its commercially reasonable efforts to market and promote the Service to prospective Customers and to refer prospective Customers to Limble. All referrals, orders for, and sales of, Service subscriptions will be in accordance with the then-current prices, terms, conditions, and discounts designated by Limble, in Limble’s sole discretion. For clarity, Partner is a representative of the Service, but not a representative or agent of Limble.
   3. 2.3. Program Platform. Limble may use a cloud-based platform to manage the Referral Program (including payments), whether facilitated by Limble or by a third-party designated by Limble (the “Program Platform”). In such case, Referral Partner may be required to create a user account in the Program Platform and accept its applicable legal terms, including terms of service and a privacy policy (collectively, “Third Party Terms”). Partner acknowledges that Limble is not a party to such Third-Party Terms and will not be liable, in any way, for any liabilities arising from or in connection with such Third-Party Terms. Partner further acknowledges that Limble will not be responsible or liable for the performance of the Program Platform or for any act or omission whatsoever of any third-party provider of such Program Platform.
   4. 2.4. Program Guide. Additional details, policies, and terms of Limble’s Partner Program are set forth in the Limble Referral Partner Guide (the “Program Guide” or “Guide”), which is available in the Partner Resource Center of the Program Platform. By this reference, the Program Guide is hereby incorporated into and made part of this Agreement.
3. 3. MARKETING THE SERVICE.
   1. 3.1. Limble Marketing Materials. Limble may provide marketing, promotional, and other materials and literature to Referral Partner through the Program Platform for the purpose of promoting the Service (“Limble Marketing Materials”). Subject to the terms of this Agreement, and Referral Partner’s compliance therewith, Limble grants to Partner a limited, non-exclusive, non-sublicensable, non-transferable license to use, reproduce, and distribute Limble Marketing Materials provided by Limble to Referral Partner for the sole purpose of promoting and marketing the Service to prospective Customers in connection with Partner’s participation in the Referral Program (the “Marketing License”). Partner is responsible for all costs of its use, reproduction, and distribution of Limble Marketing Materials under the Marketing License. Partner will not alter any Limble Marketing Materials or remove or obscure any notices in the Limble Marketing Materials, unless and except as agreed to in writing by Limble in each case. For clarity, all modified Limble Marketing Materials, and any and all other marketing, promotional, or other materials or literature approved in writing by Limble for use by Partner in promoting the Service under the Marketing License, are also Limble Marketing Materials. All use and distribution of Limble Marketing Materials under the Marketing License will be in accordance with Limble’s instructions and guidelines. If and as requested or instructed by Limble, Partner will cease use, reproduction, and distribution of any Limble Marketing Materials designated by Limble.
   2. 3.2. Promoting Limble Marketing Materials. Referral Partner will use its best efforts to promote Limble Marketing Materials to potential Customers and will display Limble Marketing Materials in good taste, subject to other requirements as Limble may from time to time impose and provide to Referral Partner. Partner may not use Limble Marketing Materials in a manner that, in Limble’s sole discretion, is disparaging or otherwise portrays Limble in a negative light. Partner has no other right, title, or interest in or to Limble Marketing Materials or in any of Limble’s brands, logos, trademarks, copyrights, or other intellectual property rights, except as and to the extent specified in the Marketing License. PARTNER IS SOLELY RESPONSIBLE FOR ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER, AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
   3. 3.3. Brand Protection. Referral Partner agrees that the service marks, trademarks, and brands used by Limble for the Service are the intellectual property of Limble, not Partner. Partner will not directly or indirectly claim ownership of any service mark, trademark, or brand of Limble or attempt to register any of them or assist or encourage any other person to do so. Partner will protect the goodwill of these service marks, trademarks, and brands and will promote and foster the good image, high quality, and favorable reputation thereof. Partner will respect all other intellectual property of Limble relating to the Service. Partner will not misrepresent or disparage the Service, Limble, or any of Limble’s officers, directors, affiliates, or employees at any time during the term of this Agreement or after its termination.
4. 4. MARKETING COMPLIANCE.
   1. 4.1. Messages.
      1. 4.1.1. If Referral Partner sends, or causes to be sent, any messages or communications by electronic means, including but not limited to email and text messages (“Messages”) in connection, directly or indirectly, with this Agreement or the Referral Program, then Partner agrees, acknowledges, represents, and warrants that all Messages will be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws and regulations applicable to Partner, including without limitation the Federal Trade Commission regulations and all European laws and directives.
      2. 4.1.2. Referral Partner agrees to not utilize Spam in promoting the Subscription Service. Delivery of Spam Messages by Partner is a breach of the Agreement, and may result in the immediate suspension or termination of this Agreement and Partner’s participation in the Referral Program, and a possible forfeiture of any Referral Fees (as defined below), without prejudice to any other remedy available to Limble under the Agreement or applicable law. “Spam” is the sending, initiating, or procuring the sending of a Message: (a) to any person who has either not expressly requested to receive Messages (or has explicitly requested to receive no further Messages) specifically from Partner, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, newsnet, newsgroups, or similar service; (b) that include any false or deceptive information regarding Partner’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Partner identity, and the intent, subject, and origin of the Message; (c) exploit documented or undocumented security holes on any client or server machine; (d) that fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Message, (ii) include a functioning return address (or hyperlink) in the Message that enables the recipient to submit a request to opt-out from any such messages or emails by Partner (“Opt Out Request”) for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out Request by Partner; (e) to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy; (f) containing commercial marketing or promotional content to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age; (g) that include or otherwise involve any fraudulent, deceptive, false or misleading information.
   2. 4.2. Phone Calls and Text Messages. Referral Partner is solely liable for any and all communication methods used by it for marketing and promotion activities hereunder, including, without limitation, Partner’s compliance with any applicable laws and regulations pertaining to telemarketing and any other use of phone numbers in connection with its activities hereunder.
   3. 4.3. Sponsored Links. Referral Partner will not (a) perform any marketing activities related to the Subscription Service in any of the following channels: (i) Google AdWords, (ii) Facebook, (iii) YouTube ads, and any other channel used by Limble, as updated by Limble from time to time; (b) use, procure, bid on, or otherwise arrange for a sponsored link which uses or includes any of Limble’s trade names, trademarks, logos, or brands or anything confusingly similar thereto; and (c) register, procure, or use any internet domain name that includes any of Limble’s trade names, trademarks, logos, or brands or anything confusingly similar thereto. Partner will not offer any person or entity any payments or incentives (like rebates, cashbacks, “paid to click” advertising, or discounts) for using the Partner Links (as defined below) or for converting a Service trial account into a paid Service subscription.
5. 5. REFERRAL PROCESS.
   1. 5.1. Submitting Referrals. Referral Partner may refer prospective Customers to Limble by using the manual submission form in the Program Platform or through Partner Links. “Partner Links” are the URL links provided in the Program Platform for Partner to send to prospective Customers or to embed in Partner’s marketing materials. The Partner Links will contain a tracking mechanism utilized by Limble to track and report traffic resulting from Partner’s marketing efforts and to identify prospective Customers referred by Partner. To ensure accurate tracking, reporting, and identification, Partner must properly utilize the Partner Links. Partner is not authorized to alter, modify, or change any of the Partner Links provided in the Program Platform. Limble is not responsible or liable to Partner for any failure by Partner to properly use the Partner Links or for errors which may occur in the tracking of transactions for any reason beyond Limble’s control. Partner will use the Partner Links only for purposes of the Program.
   2. 5.2. Qualified Leads. A “Qualified Lead” is a bona fide prospective Customer referred to Limble by Referral Partner that at the time of the referral: (a) is not already a customer or licensee of Limble, (b) has not been previously referred to Limble by another referral partner or other representative, and (c) is not already a prospect of the Limble sales team. Limble will decide in its sole discretion if the referred prospective Customer is a Qualified Lead. If so, then Limble will register the referred prospective Customer as a Qualified Lead of Partner. A prospective Customer’s status as a Qualified Lead and the corresponding registration will terminate upon the earlier of (a) six months after the date of first referral of the prospective Customer to Limble if a sale of a Service subscription to the prospective Customer is not closed within that time period, and (b) the date on which Limble determines, in its sole discretion, that the prospective Customer is no longer a Qualified Lead under Limble’s then-current sales qualification standards. This time period (the “Registration Period”) may be extended by the specific mutual written agreement of the Parties in each case. During the Registration Period, the Qualified Lead will be exclusive to Partner except in the case of open bids, RFPs, RFIs and RFQs. Exclusivity means that Limble will not sell Service subscription to the Qualified Lead during the Registration Period without paying the applicable Referral Fee (as defined below), subject to the exceptions stated above. If a prospective Customer registered as a Qualified Lead of Partner does not purchase a Service subscription from Limble during the Registration Period, then the prospective Customer will no longer be a Qualitied Lead of Partner, and Partner will not be entitled to any Referral Fee (as defined below) with respect to the prospective Customer.
   3. 5.3. Qualified Purchases. A Service subscription is purchased from Limble by a Qualified Lead using a Customer Contract. This is a “Qualified Purchase.” A “Customer Contract” is a contract between a Customer and Limble for a subscription and license to the Service, which contract typically consists of an order form and Limble’s Customer Terms of Service, Service-Specific Terms, and Data Processing Addendum (available at https://limblecmms.com/terms-of-service/). Referral Partner may not sell Service subscriptions. Partner will not be a party to, or a third-party beneficiary under, any Customer Contract and will have no right or power to enforce any Customer Contract. Upon making a Qualified Purchase, a Qualified Lead becomes a “Referred Customer” and is no longer a Qualified Lead. As a result, each Referred Customer makes only one Qualified Purchase.
   4. 5.4. Product Pricing and Availability. Limble may, in its sole discretion, without notice, and without incurring any liability to Referral Partner, do either or both of the following: (a) change, enhance, or discontinue any feature of the Service, and (b) change the pricing, policies, and operating procedures of the Service at any time. Partner agrees that Limble has no obligation to provide Partner with advance notice of any changes to the Service or its pricing, policies, or operating procedures. Limble will process Qualified Purchases in good faith. Limble reserves the right to reject any sale to a Qualified Lead in accordance with Limble’s policies and procedures.
6. 6. REFERRAL FEES.
   1. 6.1. Definitions.
      1. 6.1.1. “Deductions” means (a) charge-backs, (b) issued refunds and credits, (c) ACH returns, (d) taxes, including, any payments and withholdings for sales tax or VAT; and (e) billing and payment processing fees.
      2. 6.1.2. “Net Sales” means the amount actually paid to Limble during the Referral Fee Period by the Referred Customer for the Qualified Purchase, less any Deductions.
      3. 6.1.3. “Referral Fee Percentage” means the applicable percentage specified in the Program Guide for use in calculating Referral Partner’s Referral Fees.
      4. 6.1.4. “Referral Fee Period” means the period beginning on the date the Referred Customer completes the Qualified Purchase and continuing for the applicable length of time specified in the Program Guide.
      5. 6.1.5. “Referral Fees” has the meaning assigned in Section 6.2.
      6. 6.1.6. “Referred Customer” has the meaning assigned in Section 5.3.
      7. 6.1.7. “Qualified Purchase” has the meaning assigned in Section 5.3.
   2. 6.2. Referral Fees. Subject to the terms and conditions of this Agreement, and Referral Partner’s compliance therewith, Limble will pay referral fees to Referral Partner on each Qualified Purchase in the amount equal to the Referral Fee Percentage of Net Sales collected and retained by Limble (“Referral Fees”).
   3. 6.3. Reporting. Using the Program Platform, Limble will provide Partner with monthly electronic reports specifying Net Sales received by Limble and Referral Fees earned by Partner during the previous month.
   4. 6.4. Payment Terms. Undisputed Referral Fees are due and payable by Limble to Customer in United States Dollars within 45 days after the end of the month in which Net Sales are received by Limble. Except as otherwise approved by Limble in writing, payments of Referral Fees to Partner will be made through the Program Platform using the payment information submitted by Partner. Limble is not responsible for any delays in payment caused by Partner’s failure to timely submit accurate payment information using the Program Platform. Any Deductions that occur after payment of Referral Fees to Partner will be deducted from future Referral Fees payments, which may include Referral Fees resulting from the Qualified Purchase of another Referred Customer.
   5. 6.5. Taxes and Costs. Referral Fees to which Referral Partner may be entitled under this Agreement will be inclusive of all taxes, levies, and other mandatory deductions. Partner is solely responsible for the payment of all taxes, costs, and expenses applicable to, or arising from, the conduct of its business and any of its rights and obligations under this Agreement, including without limitation any transfer fees, marketing costs, and promotion fees or any other costs relating to Partner’s performance of its obligations. If Limble is required to withhold any tax from any payment made to Partner hereunder, in accordance with applicable law, Partner hereby authorizes Limble to make the withholding, as Limble deems fit in its discretion, to comply with applicable law.
   6. 6.6. Offsets. If any excess payment has been made to Referral Partner, Limble reserves the right to adjust or offset the excess amount against any subsequent fees payable to Partner. In the event Partner owes any amount to Limble, Limble may deduct and offset the amount from any payment to which Partner is entitled under this Agreement.
   7. 6.7. Fraud. If Limble suspects any fraudulent activity by Partner, Limble may delay payment of Referral Fees to Partner in order to verify the relevant transactions. If Limble determines that any Referral Fees owed to Partner arise from fraudulent activity, Limble may recalculate or deduct Referral Fees accordingly, and may, in addition to any other right or remedy available under the Agreement or applicable law, deactivate the Partner Links, and block Partner’s access to the Program, with no compensation to Partner.
   8. 6.8. Entire Compensation. Referral Fees represent the entire compensation due to Referral Partner with respect to its participation in the Referral Program. For clarity, Limble pays Referral Fees only on Qualified Purchases as set forth in this Section 6, and not on any renewal, upgrade, expansion, or other subscription to the Service by a Referred Customer. Neither Partner nor Limble is responsible for the failure of a Referred Customer to make payment to Limble. No Referral Fees are due or payable on uncollected accounts.
7. 7. TERM AND TERMINATION.
   1. 7.1. Term. The Agreement begins on the date Referral Partner applies to the Referral Program and continues in effect until the Agreement is terminated under Section 7.2, Section 7.3, or Section 7.4 (the “Term”).
   2. 7.2. Termination for Non-Acceptance. This Agreement will automatically terminate if Limble rejects Referral Partner’s application, effective as of the date Limble provides notice of the rejection.
   3. 7.3. Termination for Convenience. Either Party may terminate this Agreement for any reason or for no reason upon providing 30 days advance written notice to the other Party.
   4. 7.4. Termination for Cause. Either Party may terminate the Agreement if the other Party breaches the Agreement and does not cure the breach within 30 days after receiving written notice of the breach from the nonbreaching Party. Additionally, Limble may terminate the Agreement immediately by providing written notice to Partner if Partner’s services or online activities involve (a) illegal, offensive, abusing, or infringing content, or (b) content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable, including without limitation, content that promotes violence, gambling, or illegal activities or is directed towards children under 13 years of age.
   5. 7.5. Referral Fees after Termination. Unless the Agreement is terminated for cause by Limble under Section 7.4, Limble’s obligation to pay Referral Fees under Section 6 will survive and continue under the terms of the Agreement for each Qualified Purchase until the expiration of its Referral Fee Period. If Limble terminates the Agreement for cause under Section 7.4, then Limble will have no obligation to pay Referral Fees to Partner.
   6. 7.6. Effect of Termination. Upon termination of the Agreement, Referral Partner’s appointment as a representative of the Service will immediately terminate, the Marketing License will immediately terminate, and Partner will cease marketing and promoting the Service and return or destroy all copies of Limble Marketing Materials in its possession or control. The following provisions of the Agreement will survive and continue to apply after its termination: Sections 7.5, 7.6, 10, 11, 12, 13, 14, 15, and 16.
8. 8. REFERRAL PARTNER REPRESENTATIONS AND WARRANTIES. Referral Partner represents and warrants as follows:
   1. 8.1. Partner is either a legal entity or a natural person over the age of 18.
   2. 8.2. Partner will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or other requirements of any governmental authority as applicable to Partner, whether those laws are now in effect or later come into effect during the term of the Agreement, in conducting its activities hereunder, including without limitation export control laws, data protection laws, and the U.S. Foreign Corporate Practices Act and other anti-bribery laws, and will not place Limble in violation of any of the foregoing.
   3. 8.3. Partner will not pay, promise, authorize, or offer anything of value, directly or indirectly, to any person, including any government official: (a) to improperly influence any official act or decision; (b) to induce a government official to do or omit to do any act in violation of a lawful duty; (c) to improperly induce a government official to influence the act or decision of a government entity; (d) to secure any improper business advantage; (e) to improperly obtain or retain business in any way related to the Agreement; or (f) that would otherwise constitute a bribe, kickback, violation of any anti-bribery law, or other improper or illegal payment or benefit in any way related to the Agreement or Limble.
   4. 8.4. Partner will not make any unauthorized, false, misleading, or illegal statements in connection with the Agreement, the Service, the Partner Program, or Limble. Partner will not make or give any representations, conditions, or warranties concerning the Service, and Limble will not be responsible for any representations, conditions, or warranties made or given by Partner concerning the Service. Partner will not engage in, and will not solicit, accept, or maintain any prospective Customer who engages in, illegal or deceptive trade practices or any other behavior prohibited by the Agreement.
   5. 8.5. Partner has obtained and maintains all licenses, permits, approvals, and other permissions required to perform its obligations under this Agreement.
9. 9. DATA PRIVACY AND SECURITY. Referral Partner will maintain at least industry-standard technical and organizational measures protect the confidentiality, integrity, and security (including protection against any accidental or unlawful destruction, loss, alteration, or unauthorized disclose of, or access to, personal data or personal information) of data and information concerning prospective Customers, Qualified Leads, and Referred Customers. Partner represents and warrants that it will obtain all consents and approvals from prospective Customers, Qualified Leads, and Referred Customers necessary under applicable laws for (a) Partner to transfer the data and information concerning prospective Customers, Qualified Leads, and Referred Customers submitted by Partner to Limble, and (b) Limble to use and disclose this data and information in accordance with Limble’s Privacy Policy.
10. 10. CONFIDENTIALITY. Referral Partner will (a) keep Limble’s Confidential Information (as defined below) confidential using no less than reasonable care, (b) not disclose Limble’s Confidential Information, except to Partner’s employees who are bound by confidentiality obligations no less protective of Limble’s Confidential Information than the terms of the Agreement, (c) not use Limble’s Confidential Information for any purpose other than as needed to fulfill Partner’s obligations under this Agreement, and (d) immediately return or destroy all Confidential Information in Partner’s possession or control upon the termination of the Agreement. “Confidential Information” means all data and information disclosed or otherwise made available by Limble to Partner that is not generally known to the public. Confidential Information also includes all data and information relating to any prospective Customer, Qualified Lead, or Referred Customer. Confidential Information shall not include information lawfully acquired by Representative from a source other than Limble, provided that the source did not first learn the information directly or indirectly from Limble.
11. 11. INTELLECTUAL PROPERTY.
    1. 11.1. Limble’s Intellectual Property. Referral Partner acknowledges that it does not obtain any ownership rights in, or any right or license to, the Service or any service mark, trademark, or brand of Limble under the terms of the Agreement. Limble retains all rights, titles, and interests in or to the Service or any service mark, trademark, or brand of Limble, including any and all intellectual property rights therein.
    2. 11.2. Feedback. If Referral Partner (or any of its personnel) discloses or provides any Feedback to Limble, then Partner agrees to assign, and hereby assigns, that Feedback and any copyrights, patent rights, and other intellectual property rights in or to the Feedback to Limble. For purposes of this Agreement, the term “Feedback” means any improvements, additions to, updates, suggestions, ideas, recommendations or enhancements of, for, or to the Service or any other product, service, or solution of Limble. Upon Limble’s request, Partner will confirm this assignment in writing and will cooperate with Limble in securing and protecting any intellectual property in the Feedback. This Section expressly survives any termination of this Agreement.
12. 12. INDEMNIFICATION. Referral Partner will indemnify and hold harmless Limble from and against any and all claims, liabilities, losses, costs, damages, or expenses (including attorneys’ fees) arising, directly or indirectly, in connection with: (a) Partner’s acts or omissions under this Agreement, including, without limitation, any claim of a third party resulting from Partner’s acts or omissions; (b) any disputes between Partner and any other party relating to the Agreement or Partner’s participation in the Program; or (c) any breach or default under this Agreement.
13. 13. LIMITATION ON LIABILITY. IN NO EVENT WILL LIMBLE BE LIABLE TO REFERRAL PARTNER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND WHETHER UNDER THE AGREEMENT OR OTHERWISE, EVEN IF LIMBLE HAS BEEN ADVISED, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIMBLE’S AGGREGATE LIABILITY TO PARTNER ARISING FROM OR RELATED TO THE AGREEMENT, THE PARTNER PROGRAM, OR THE SERVICE EXCEED THE TOTAL AMOUNT OR REFERRAL FEES PAID OR PAYABLE TO REFERRAL PARTNER UNDER THE AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
14. 14. WARRANTY DISCLAIMER. LIMBLE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PARTNER PROGRAM, LIMBLE MARKETING MATERIALS, OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LIMBLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET THE PARTNER’S OR ITS REFERRED CUSTOMERS’ REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. LIMBLE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE USE OR THE RESULTS OF THE SERVICE.
15. 15. MISCELLANEOUS.
    1. 15.1. Marketing Reference. Limble may use Referral Partner’s name and logo on Limble’s website and in its promotional materials to state that Partner participates in the Partner Program.
    2. 15.2. No Exclusivity. Each Party acknowledges and agrees that the other Party is not restricted by this Agreement from engaging in any similar partnership agreements with unrelated third parties.
    3. 15.3. Notices. Any notice from Limble to Referral Partner may be sent or delivered (a) by email to the email address associated with Partner’s account in the Program Platform, (b) by first class mail or commercial courier (e.g., Federal Express or UPS), or (c) through notifications in the Program Platform. Partner will keep Limble informed of Partner’s then-current email and physical addresses. Any notice to Limble may be sent by email to [email protected].
    4. 15.4. Assignment. The Agreement may not be assigned or transferred by Referral Partner without Limble’s written consent. The Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
    5. 15.5. Relationship. Each Party is an independent contractor of the other Party. The Agreement does not create any agency, joint venture, partnership, or employment relationship between Limble and Referral Partner or any of Partner’s personnel. Neither Party has the authority to bind the other Party or incur obligations on the other Party’s behalf. And neither Party will represent that it has any authority to bind the other Party or to incur any obligations on behalf of the other Party.
    6. 15.6. Waiver. No delay in exercising or failure to exercise any right under the Agreement will operate as a waiver. No valid waiver of any provision of the Agreement will be deemed a waiver of any other provision of the Agreement.
    7. 15.7. Severability. If for any reason a court of competent jurisdiction finds any provision of the Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect.
    8. 15.8. Governing Law and Jurisdiction. The Agreement will be construed according to the laws of the State of Utah, without regard to choice of law provisions. Any litigation or arbitration between the Parties will be conducted exclusively in Utah. The Parties agree and submit to this exclusive jurisdiction and venue.
    9. 15.9. CLASS ACTION WAIVER. WHERE PERMITTED UNDER APPLICABLE LAWS, REFERRAL PARTNER AND LIMBLE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Partner and Limble agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
    10. 15.10. Entire Agreement. The Agreement (a) represents the entire agreement between the Parties concerning the subject matter of the Agreement, (b) supersedes all prior agreements, understandings, representations, and warranties relating to the subject matter of the Agreement, whether written or oral, and (c) may be amended, canceled, or rescinded only as set forth in Section 15.11 or by a writing signed by duly authorized representatives of both Parties.
    11. 15.11. Amendments. Limble may modify this Referral Partner Agreement or the Program Guide, or both, by posting revised versions thereof at their respective online locations — the Referral Partner Agreement is posted on Limble’s marketing website at www.limblecmms.com/referral-partner-agreement, and the Program Guide is posted in the Partner Resource Center of the Program Platform. Each revised version will take effect on the date it is posted. Limble will notify Partner of each revised version. Modifications may include without limitation changes in the scope of available Referral Fees, payment procedures and schedules, and Partner Program rules. If Partner does not agree with a modification, then Partner may, at its option and as its sole recourse, terminate the Agreement and Partner’s participation in the Program under Section 9.3. Partner’s continued participation in the Program following notice of a modified version of this Referral Partner Agreement or the Program Guide will constitute binding acceptance thereof.