Legal.

PLEASE READ THIS CONNECT PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the Company) and us (Aelieve). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Connect Program unless you agree to them. By participating in our Connect Program, you are agreeing to these terms.

We periodically update these terms and you can find the most recent version here.

1. Definitions

“Agreement” means this Connect Program Agreement and all materials referred or linked to in here.  If you’re keeping track, this used to be called the Connect Partner Agreement.

“Company Product(s)” means your product(s) that integrate with Aelieve Products.

“Connect Participant(s)” means all participants in the Connect Program, including Company.

“Connect Program” means the Connect Program as described in this Agreement.

“End User” means the authorized actual user of the Aelieve Products.

“Aelieve Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our products and services.

“Aelieve Products” means all of our web-based inbound marketing and sales applications, tools and platforms.

“Installs” means an activated integration between a Company Product and Aelieve Products.

“Program Policies” means the policies applicable to Connect Participants as in effect from time to time, which we will publish at https://aelieve.com/connect/connect-program-policies or other website we may designate.

“We”, “us”, “our”, and “Aelieve” means Aelieve, Inc.

“You” and “Company” means the party, other than Aelieve, entering into this Agreement and participating in the Connect Program.

2. Company Acceptance

Once you complete an application to participate in the  Connect Program, we will review your application and notify you whether you have been accepted to participate, or not.  Before we accept an application, we may want to review your application with you, so may reach out to you for more information.  We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Connect Program within sixty (60) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Connect Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

The Connect Program includes three tiers of Connect Participants: (1) Beta Integrators, (2) Connect Partners, and (3) Premier Partners. If you are accepted to participate in the Connect Program, we will specify your initial tier at the time of your acceptance.  The Program Policies may include criteria and/or requirements that you must complete in order to qualify for a certain Connect Participant tier.  Your tier may be adjusted during the term of this Agreement based your completion of the applicable criteria and requirements. We will determine the number of Installs based on our records.

3. Company Products

a. Certification of Company Products. If you are an appropriately tiered Connect Participant, then the Connect Program provides an opportunity for you to have the Company Products certified as “Aelieve Certified.”  We will certify a Company Product if you are eligible for certification based on your Connect Participant tier and if we determine, in our good faith discretion, that the Company Product: (i) is of potentially significant benefit to our End Users, (ii) reasonably protects its users’ data, (iii) has achieved a minimum adoption level among our customers, and (iv) meets the interoperability, support, usage and other requirements set forth in this Agreement and in the Program Policies.

b. Rights to Company Products. Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use and reproduce a reasonable number of copies of the Company Products, in object code form only, solely for (i) testing and certifying interoperability between the Company Products and the Aelieve Products, and (ii) providing maintenance support to our End Users.  Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Company Products to human readable form, (b) sell, lease, transfer or sublicense the Company Products to any third party, (c) disclose or otherwise provide all or any portion of the Company Products to any person, (d) use the Company Products or any component thereof in a business production mode.  Title to and ownership of the Company Products, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with you.

c. Interoperability Testing. We may provide you with a test suite to be performed by you to output log files to be returned to us for review.  We may review the output log files or test the operation of the Company Products to determine, in our good faith discretion, whether they indicate sufficient interoperability between the Company Products and the Aelieve Products.  If during the review or demonstration process, we make suggestions and/or recommendations to you to modify the Company Products to help assure interoperability, you will either implement such suggestions and/or recommendations or forego the certification process.

d. Modifications. We reserve the right to modify the Aelieve Products, and you reserve the right to modify the Company Products, as each party sees fit, including new releases or updates (each, a “Modification”). Each party agrees to provide to the other party access to, or, as applicable, copies of all such Modifications that impact the interoperability between the Company Products and the Aelieve Products, free of charge for interoperation testing only, during the term of this Agreement.

If any Modification impacts interoperability between one of the Company Products and the Aelieve Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Company Product interoperating with the Aelieve Products as described above, (ii) offer reasonable suggestions to you in the event modifications to the Company Product are required in an effort to ensure interoperability between the Company Product and the Aelieve Products, and (iii) provided you choose to maintain the interoperability certification status of the Company Product, you agree, within 30 days after the Resubmission Notice, to resubmit the Company Product, with any Modifications and, if applicable, an updated interoperability guide, to us for review of your re-certification.  If you elect not to have the Company Product re-certified or the Company Product fails to pass the interoperability testing within 30 days after the Resubmission Notice, your interoperability certification will be limited to the Company Product and Aelieve Product versions prior to the Modifications.

e.  Compliance with Program Policies. You agree to comply with the terms and conditions of this Agreement at all times, including the Program Policies in effect from time to time, which are incorporated herein by reference. The Program Policies may include requirements that you must complete in order to qualify for Connect Program benefits.

You will respect the limits that apply to your use the Aelieve Products as specified at https://aelieve.com/plans//service-limits (the “Service Limits”). We may update or change these Service Limits by updating https://aelieve.com/plans//service-limits, so we encourage you to review this page periodically.  

If you use our Application Programming Interfaces (APIs), developer tools, or associated software, you will comply with our API Terms at http://legal.aelieve.com/api-terms, which are incorporated herein by reference.

If you use the Aelieve Directory (as defined in the Aelieve Directory Terms of Use), you agree to comply with the Aelieve Directory Terms of Use available at http://legal.aelieve.com/directory-tou.  With respect to all of your use of all Aelieve products, you agree to the Aelieve Customer Terms of Service at http://legal.aelieve.com/terms-of-service and the Aelieve Acceptable Use Policy at http://legal.aelieve.com/acceptable-use.

4. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products. Other Connect Participants and Aelieve may develop new features or products that are similar to or compete with the Company Products.

5. No Fees

No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.

6. Your Duties and Restrictions

During the term of this Agreement, you agree that you shall (a) make the Company Products commercially available to our End Users, (b) provide your End Users with qualified sales, installation, training, support and service for use of the Company Products in conjunction with the Aelieve Products, (c) promptly provide us with all reasonably requested information regarding the use of the Company Products in conjunction with the Aelieve Products, including appropriate documentation on the setup and configuration of the Company Products in conjunction with the Aelieve Products, and (d) provide us with written notification within forty-eight (48) hours of problem identification describing any technical issues that may impact the performance of the Company Products when used with the Aelieve Products.  

You will use the Aelieve Products for your internal business purposes and will not: (i) willfully tamper with the security of the Aelieve Products or tamper with our customer accounts, (ii) access data on the Aelieve Products not intended for you, (iii) log into a server or account on the Aelieve Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any Aelieve Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the Aelieve Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the Aelieve Products or make the Aelieve Products available to a third party other than as contemplated in this Agreement, (vii) use the Aelieve Products for timesharing or service bureau purposes or otherwise for the benefit of a third party, or (viii) provide to third parties any evaluation version of the Aelieve Products without our prior written consent.

7. Training and Support

We will make available to you, without charge, the webinars, marketing materials and other resources at https://aelieve.com/connect/partner-resources or https://aelieve.com/connect/marketing-resources, as applicable based on your Connect Participant tier. We ask that you encourage your sales representatives and other relevant personnel to participate in our online end-user training and the ‘Inbound Marketing Certification’ program, as well as any training we may offer in new features and upgrades. You may be eligible to receive certain technical support offerings as described in the Program Policies. Such technical support program offerings are provided under our technical support policies in effect at the time the support is provided. We may also choose to make benefits or offerings available dependent on your applicable Connect Participant tier and status, and these benefits or offerings may require agreement to additional terms and conditions. We may change or discontinue any such benefits or offerings at any time without notice.

8. Optional Participant Programs

We may from time to time offer you the opportunity to participate in promotional programs such as Agency Preferred Pricing (the “Optional Participant Programs”). Participation in these Optional Participant Programs is optional, and to participate, you may be required to agree to additional terms and conditions. If you choose to participate in any Optional Participant Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Participant Programs (for example, promoting your products to our prospects and customers). We may discontinue the Optional Participant Programs at any time without notice.

9. Trademarks; Non-Disparagement

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (the “Company Marks”) in connection with the Connect Program and this Agreement.

During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way, (ii) only use our trademarks in connection with the Connect Program and this Agreement, and (iii) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading way, (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products, or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.  Further, you will not make any express or implied statement or suggestion, or use our trademark in a manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on us, or our business, products or services.

If the Company Product successfully completes the interoperability certification process, you agree to create a link to our website and, at your option, use the “Aelieve Certified” mark, in accordance with this section, on your website and in marketing collateral relating to the Company Product.

10. Aelieve’s Proprietary Rights

No license to any software is granted by this Agreement. The Aelieve Products are protected by intellectual property laws. The Aelieve Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Aelieve Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Aelieve Content, or the Aelieve Products in whole or in part, by any means, except as expressly authorized in writing by us. Aelieve, the Sprocket Design, the Aelieve logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers and partners to comment on the Aelieve Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Aelieve Products, without payment to you.

11. Confidentiality

As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential, and (ii) Aelieve customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

12. Term and Termination

a. Term. This Agreement will apply for as long as you participate in the Connect Program, until terminated.

b. Termination Without Cause.  Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.

c. Termination and Beta Integrators.  If you are accepted to the Connect Program in the Beta Integrator tier and do not: (i) meet the number of Installs required according to our Program Policies within ninety (90) days after we publish your listing on our integrations page, or (ii) complete all the requirements for publication of your listing within thirty (30) days after acceptance, then we may terminate this agreement immediately on written notice to you.  

d. Termination for Cause.  We may terminate this Agreement and/or suspend your access to the Aelieve Products: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you violate applicable local, state, federal, or foreign laws or regulations, (iii) immediately if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us for such subscription, or (iv) immediately, if we determine that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

e. Effects of Expiration/Termination. Upon termination or expiration of this Agreement, any certification granted pursuant to the Connect Program shall be immediately terminated and you will immediately discontinue all use of our trademark, and will remove all Aelieve certification badges and Connect Program information and references from your website(s) and other collateral. If after termination or expiration of this Agreement, technical support issues arise related to an End User that is utilizing a previously certified version of the Company Product, then the parties agree to cooperate in good faith to respond to such End User issues.  Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.  

13. Representations and Warranties

You represent and warrant that: (i) you have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) your participation in this Connect Program will not conflict with any of your existing agreements or arrangements, (iii) you own or have sufficient rights to use and to grant to us our right to use the Company Marks, and (iv) the Company Products do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.

14. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) your participation in the Connect Program, (b) use of the Company Products, (c) your noncompliance with or breach of this Agreement, (d) our use of the Company Marks, (e) your participation in Optional Participant Programs, or (f) any claim that the Company Products infringe or misappropriate the intellectual property rights of a third party or violate applicable law. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim, give you sole control of the defense or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

15. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AELIEVE PRODUCTS, AELIEVE CONTENT, THE CONNECT PROGRAM OR THE OPTIONAL PARTICIPANT PROGRAMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE AELIEVE PRODUCTS AND OPTIONAL PARTICIPANT PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE AELIEVE PRODUCTS AND THE OPTIONAL PARTICIPANT PROGRAMS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE THOUSAND DOLLARS.  

16.  Non-Solicitation

You agree not to intentionally solicit for employment, any of our employees or contractors, during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.  Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

17. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://legal.aelieve.com/connect-program-agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.

If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

e. Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Aelieve Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Aelieve Products to prohibited countries or individuals or permit use of the Aelieve Products by prohibited countries or individuals.

f. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To Aelieve, Inc.: Aelieve, Inc., 25 First Street, 2nd Floor, Cambridge, MA 02141, U.S.A. Attention: General Counsel

To you: your address as provided in our account information for you.  We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

h. Entire Agreement.  This Agreement is the entire agreement between us for Connect Program and supersedes all other proposals and agreements (including all prior versions of the agreement applicable to the Connect Program, if any), whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Aelieve Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Aelieve Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

i. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

j. No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

l. Program Policies.  We may change the Program Policies from time to time by updating our website. Your participation in the Connect Program is subject to the Program Policies, which are incorporated herein by reference. 

m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Aelieve Products, our trademarks, or any other property or right of ours.

n. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Aelieve’s Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.