Partner Agreement

This Partner Agreement (“Agreement”) governs participation in the referral and partner services program (“Partner Program”) offered by MTEK Solutions, LLC d/b/a Easemble (“Easemble”). This Agreement applies to individuals or business entities that enroll in the Partner Program through the Partner Dashboard (defined below) (“Partner,” “you,” or “your”).

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Under the Partner Program, you may be designated, through the Partner Dashboard, as a “Referral Partner,” a “Service Partner”, or both. A Referral Partner may refer prospective customers for Easemble’s software, applications, tools, features, and related services made available by Easemble from time to time under the Partner Program (“Easemble Products”). 

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A Service Partner may provide professional, implementation, support, advisory, or other services to customers in connection with Easemble Products (“Partner Services”). The provision of Partner Services is subject to the terms of this Agreement and the Services Agreement, which is incorporated into this Agreement by reference.

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Customers of Easemble’s Subscription and other fee-based services are referred to as “Creators” in Easemble’s Terms of Service, and such term will be used in this Agreement to refer to prospective and existing customers eligible for Referral Fees and/or Partner Services under this Agreement.

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Your designation, rights, obligations, tier status, and eligibility for program benefits are determined through Easemble’s online partner portal (“Partner Dashboard”) and may change from time to time according to this Agreement.

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By enrolling in the Partner Program, you agree to be bound by this Agreement. This Agreement is accepted electronically as a clickwrap agreement through the Partner Dashboard and is effective on the date you enroll in the Partner Program.

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1. Eligibility

To be eligible to participate in the Partner Program, you must be at least 18 years old and have the legal capacity and authority to enter into a binding agreement. Individuals, companies, and other legal entities may participate in the Partner Program. You may not register for or participate in the Partner Program using automated means, including bots, scripts, or similar technologies. If you register on behalf of a business entity, you represent and warrant that you have the authority to bind the entity to this Agreement. You further represent and warrant that you have the full power and authority to enter into and perform your obligations under this Agreement and that, in connection with your participation in the Partner Program and use of Easemble Products, you will comply with all applicable laws and have the right to transmit any data or content you provide through or to Easemble Products. Creating another account in the Partner Program is not permitted if your previous account has been terminated.

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2. Partner Enrollment

To participate in the Partner Program, you must enroll through the Partner Dashboard and accept this Agreement. The Partner Dashboard allows you to manage your participation, view tier status, track referrals, and access Partner Program information that Easemble makes available from time to time.

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When enrolling, you must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality and security of your account credentials and for all activities conducted through your account, whether by you or any permitted users acting on your behalf. You will promptly notify Easemble if you become aware of any unauthorized access to or use of your account. Easemble may accept or reject any application to participate in the Partner Program in its discretion.

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You may maintain only one partner account in the Partner Program. Creating or attempting to create multiple partner accounts, including through the use of different email addresses, identities, entities, or other means to circumvent this restriction, is prohibited and constitutes a violation of this Agreement. Easemble may suspend or terminate your account or participation in the Partner Program if Easemble determines that you have created or attempted to create multiple accounts.

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If you need to update account information or request a transfer of account ownership, you must contact Easemble through the support channels identified in the Partner Dashboard. Creating a new account in lieu of updating or transferring an existing account is not permitted.

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3. Partner Program

Your designation as a Referral Partner, Service Partner, or both is determined by Easemble and reflected on the Partner Dashboard. You acknowledge that different terms apply depending on a your designation, and Easemble may modify your designation, tier, or eligibility according to this Agreement and based on objective and qualitative factors, including your:

• Volume of referrals provided,
• Volume of Qualified Sales,
• Creator feedback and reviews,
• Compliance history, and
• Other performance metrics tracked through the Partner Dashboard.

Tier status affects access, benefits, and eligibility for participation but does not guarantee any minimum volume of referrals, Services, or compensation.

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4. Partner Profile

Easemble may make available a public-facing profile (“Partner Profile”) through the Easemble website to allow Creators to identify, evaluate, and contact Service Partners. By creating a Partner Profile, you authorize Easemble to display and use the information, materials, and content provided by you for inclusion in the Partner Profile, including your name, descriptions, logos, qualifications, services offered, service fees, and contact information. You are solely responsible for the content of your Partner Profile and you represent that all information provided in the Partner Profile is accurate, complete, and not misleading.

Easemble may edit, update, reformat, restrict, or remove any Partner Profile or content included in a Partner Profile at any time for program administration, compliance, quality control, or platform integrity purposes.

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5. Appointment

Subject to the terms of this Agreement and designation on the Partner Dashboard, Easemble appoints you as a non-exclusive Referral Partner to refer prospective Creators to Easemble and/or a Service Partner, to provide Partner Services directly to Creators. Your authority under this Agreement is limited, personal, and non-transferable. You may not assign, sublicense, or authorize any agent, contractor, or other third party to act on your behalf under this Agreement without Easemble’s prior written consent.

You have no authority to bind Easemble, make representations or warranties on Easemble’s behalf, or imply any endorsement, certification, or agency relationship. You will not hold yourself out as an employee, agent, or representative of Easemble. Easemble may market, sell, and provide its products and services directly to Creators and may, at its discretion, appoint other referral partners, service partners, or similar partners.

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6. Registered Referrals

Referral Partners may refer prospective Creators to Easemble exclusively through the referral mechanisms made available in the Partner Dashboard. The Partner Dashboard is the system of record for referral registration, status, attribution, and eligibility for Referral Fees. Easemble may accept or reject any referral in its discretion, and acceptance of a referral does not obligate Easemble to enter into any transaction with the prospective Creator. You are responsible for ensuring that all referrals are accurately reflected in the Partner Dashboard as accepted. Easemble has no obligation to pay Referral Fees for any Creator that is not listed as accepted in the Partner Dashboard.

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Easemble may require you to submit additional information to evaluate a referral, which may include, without limitation, the prospective Creator’s business name, relevant contact information, a general description of the prospective Creator’s business and anticipated needs, or other information reasonably requested by Easemble. 

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7. Qualified Sales

For purposes of this Agreement, “Qualified Sales” mean the sale of Easemble Products to a Creator that: (i) is listed as an accepted referral in the Partner Dashboard; and (ii) occurs within 12 months from the date the Creator is registered through the Partner Dashboard. A sale qualifies as a Qualified Sale only if: (a) the Creator was not an existing or active customer of Easemble prior to your referral, as determined by Easemble; (b) the sale is properly tracked and attributed through the Partner Dashboard in accordance with the then-current program requirements; and (c) Easemble receives payment for the sale.

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Qualified Sales exclude, without limitation:

• Any sale that is cancelled, refunded, credited, reversed, or subject to chargeback, in whole or in part;
• Any sale to a Creator that was an existing or active customer of Easemble prior to your referral;
• Any sales of Easemble Products, including upgrades and renewals, occurring more than 12 months from the date of the referral;
• Any sale that is not reflected as an accepted referral or properly attributed in the Partner Dashboard; and
• Any sale resulting from prohibited activities or a violation of this Agreement.

Easemble will determine, in its reasonable discretion, whether a sale qualifies as a Qualified Sale, and the Partner Dashboard will reflect Easemble’s determination for referral tracking and payment purposes.

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8. Partner Services

If you are designated as a Service Partner as specified on the Partner Dashboard, you are hereby authorized to provide Partner Services directly to Creators. Unless you and the applicable Creator enter into a separate written agreement governing the provision of Partner Services (a “Partner Contract”), your provision of Partner Services to a Creator, if permitted, is governed by the Services Agreement, which is incorporated into this Agreement by reference and controls the relationship between you and the Creator with respect to Partner Services, including obligations related to confidentiality, intellectual property, payment mechanics, and dispute resolution. The applicable Creator is an intended third-party beneficiary of this Agreement and the incorporated Services Agreement solely with respect to Partner Services.

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If you and a Creator enter into a Partner Contract, that Partner Contract will govern the Partner Services relationship except:

• all payments for Partner Services must be processed through the Partner Dashboard; and
• The payment, payout, Transaction Costs, Payment Processor, and Platform Fee provisions (each as defined below) of this Agreement will continue to apply.

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Partner Services are provided by you independently and not on behalf of Easemble, and nothing in this Agreement or the Services Agreement makes Easemble a party to any Partner Contract or creates any obligation for Easemble to supervise, guarantee, or be responsible for Partner Services. You agree to indemnify and hold harmless Easemble and its officers, directors, employees, and agents from and against any claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Partner Services; (b) any Partner Contract; or (c) any dispute between you and a Creator relating to Partner Services.

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9. Marketing and Promotions 

You may promote Easemble and Easemble Products using marketing materials made available by Easemble through the Partner Dashboard or otherwise approved by Easemble from time to time. You must comply with Easemble’s then-current brand guidelines and reasonable instructions when conducting any marketing or promotional activities.

You must conduct all marketing activities in compliance with all applicable laws and regulations, including those relating to advertising, consumer protection, data protection and privacy, and electronic communications. Specifically, you must comply with applicable anti-spam and marketing laws, including, without limitation, the CAN-SPAM Act, CCPA, GDPR, UK GDPR, PECR, CASL, and any similar or successor laws, and will make all disclosures required by law in connection with referral, affiliate, or promotional activities.

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Specifically, you shall not:

• Make false, misleading, or deceptive statements about Easemble or Easemble Products;
• Imply any endorsement, certification, or agency relationship; or
• Engage in unsolicited or unlawful communications.

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10. Referral Fees

Referral Partners are entitled to receive the Referral Fees specified on the Partner Dashboard for Qualified Sales to registered Creators. Referral Fees will accrue and be payable only if, when, and to the extent Easemble actually receives payment from or on behalf of the applicable Creator for the Qualified Sale. Easemble may modify or discontinue Referral Fees for future Creators upon 30 days’ prior written notice to you; provided, however, that no such modification or discontinuation will reduce or eliminate Referral Fees earned for Qualified Sales to Creators accepted prior to the effective date of the change.

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11. Services Fees Payouts

If you are designated as a Service Partner and provide Partner Services to a Creator, you are solely responsible for invoicing the applicable Creator through the Partner Dashboard in accordance with the program requirements and any applicable legal or tax obligations. You are responsible for the accuracy, completeness, and content of all invoices, including required invoice terms, descriptions of the Partner Services, and any applicable taxes or fees.

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Easemble will pay the fees invoiced by you and paid by the Creator through the Partner Dashboard (“Services Fees”), less applicable Transaction Costs (defined below) and a platform fee retained by Easemble (“Platform Fee”), within 14 days after Easemble’s receipt of payment from the Creator. Transaction Costs and the applicable Platform Fee will be as specified in the Partner Dashboard or otherwise disclosed at the time the invoice is created through the Partner Dashboard.

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Easemble has no obligation to pay Services Fees unless and until payment is actually received from the Creator. Easemble is not responsible for Creator non-payment, late payment, disputes, chargebacks, or refunds, and any such amounts may be deducted from or offset against Services Fees otherwise payable to you.

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12. Referral Fee Payouts

Earned Referral Fees are paid through the payout methods supported by the Partner Program, which may include Stripe Express or, where Stripe Express is not available in your country, PayPal, as specified through the Partner Dashboard. You are responsible for establishing and maintaining a valid payout method through the Partner Dashboard. Easemble has no obligation to issue any payment unless and until you have provided all required payout information.

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Easemble may establish a minimum payout threshold, which is currently $100 USD, and will not issue a payout until the applicable threshold is met. Unpaid amounts will accrue in your account until the minimum payout threshold is satisfied, subject to the terms of this Agreement.

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Payouts are typically processed on a monthly basis; however, Easemble may modify payout timing, methods, or procedures from time to time by notifying your via the Partner Dashboard.

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13. Payment Processor

Payment processing services are provided by third-party payment processors, which may include Stripe Express (Stripe, Inc.) and PayPal (PayPal Holdings, Inc.) (collectively, “Payment Processors”). All payouts to Partner under this Agreement will be processed through the Payment Processors made available through the Partner Dashboard.

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Partner acknowledges that use of a Payment Processor requires Partner to enter into a separate agreement directly with the applicable Payment Processor. Easemble is not a party to any such agreement and has no liability, responsibility, or obligation arising from your relationship with any Payment Processor. All fees, charges, or other costs imposed by any Payment Processor in connection with payouts (“Transaction Costs”) will be deducted from Referral Fees and Services Fees, as applicable. Easemble is not responsible for any incorrect, delayed, suspended, or failed payments resulting from inaccurate, incomplete, or outdated payout information provided by you or from your failure to comply with a Payment Processor’s terms.

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14. Referral Fee Reports

Easemble will make available, through the Partner Dashboard or other platform features, information regarding referrals, Creator activity, and applicable Referral Fees, if any. You are responsible for reviewing the information made available through the Partner Dashboard. You may make good faith disputes of any information relating to referrals or Referral Fees by notifying Easemble through the Partner Dashboard or other designated support channels within 15 days after the information is first made available. If you do not provide notice within that period, the information will be deemed accepted and final.

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15. Taxes and Expenses

Each party is responsible for the expenses incurred in connection with its performance under this Agreement, except as may otherwise be mutually agreed upon in writing by the parties. Each party is independently responsible and liable for the payment of any federal, state, or local taxes associated with its revenues under this Agreement and will indemnify and hold the other party harmless from and against any costs or expenses related to its failure to properly pay taxes or other related expenses arising out of its performance under this Agreement.

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16. Recoupment

If Easemble pays Referral Fees or Services Fees that are later subject to a refund, credit, chargeback, or other non-collection from the applicable Creator, those fees will be deemed overpaid. Easemble may recover any such overpayment by offsetting the amount against future Referral Fees and/or Services Fees payable to you. If the overpayment is not fully recovered through offsets within a reasonable period, you agree to repay the remaining balance upon Easemble’s written request. Easemble may reflect any such adjustments on the Partner Dashboard.

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17. Term and Termination

This Agreement commences upon your registration as a Partner through the Partner Dashboard and will continue until terminated. Either party may terminate this Agreement at any time and for any reason by providing notice to the other party, including by submitting or confirming termination through the Partner Dashboard.

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Easemble may terminate this Agreement if Easemble determines that your activities, including marketing or referral practices, or your provision of Partner Services, result in consistently low Creator reviews, complaints, or other problematic feedback. Any such determination is made for program administration purposes and does not require a finding of breach.

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If you have no referral, service, or other program activity for a continuous period of 6 months, Easemble may terminate this Agreement and your participation in the Partner Program. Upon such termination, any unpaid amounts that remain below the minimum payout threshold will be forfeited and no longer payable.

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18. Effect of Termination

Upon termination of this Agreement for any reason, your rights to market or promote Easemble Products, refer prospective Creators, provide Partner Services, and use Easemble marketing materials, trademarks, or branding will immediately terminate, and you must immediately cease all advertising, promotional, referral, and related activities associated with the Partner Program. Easemble may suspend or terminate your access to the Partner Dashboard and related platform features upon termination.

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Easemble is not liable for any damages arising from termination of this Agreement, including any loss of anticipated revenues, profits, goodwill, or business opportunities resulting from your reliance on this Agreement.

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Easemble’s obligation to pay Referral Fees ends upon termination of this Agreement. Easemble will continue to pay Referral Fees solely for Qualified Sales to Creators registered before the effective date of termination, and only for a maximum period of 12 months from the applicable referral date. Easemble has no obligation to pay Referral Fees for any Creators registered after termination or after the expiration of the applicable 12-month Referral Fee period, regardless of whether the Creator remains an active customer of Easemble Products.

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19. Prohibited Acts

As a condition of the Partner Pgram, you shall not, directly or indirectly:

• Use Easemble Products or Easemble Confidential Information (defined below) to develop, promote, or provide products or services that are competitive with Easemble Products, except as expressly permitted in this Agreement;
• Engage in any misleading, deceptive, unethical, or anti-competitive practices in connection with the promotion of Easemble Products, or promote Easemble Products in violation of applicable laws or regulations;
• Send unsolicited or unlawful bulk communications (including spam emails or messages), use misleading headers or subject lines, or make false or misleading claims regarding Easemble Products, including any guarantees or representations not authorized by Easemble;
• Represent yourself as Easemble, impersonate Easemble personnel, or otherwise create confusion as to your relationship with Easemble;
• Resell, sublicense, distribute, or provide access to Easemble Products except as expressly permitted in this Agreement;
• Promote or display explicit nudity, adult-oriented material, explicit sexual language, or sexually explicit or suggestive imagery, or engage in activities that are unlawful in the applicable jurisdiction;
• Include or promote content that is violent, obscene, defamatory, libelous, slanderous, or otherwise unlawful;
• Promote or encourage hatred, discrimination, or harassment directed at any individual or group based on race, gender, religion, national origin, marital status, sexual orientation, gender identity, language, or other protected characteristics;
• Include or use any materials that infringe, misappropriate, or otherwise violate intellectual property rights, or that facilitate unlawful activity;
• Advocate for or promote political or religious ideologies, or associate with hate groups, criminal organizations, or terrorist activities;
• Promote or encourage gambling activities, including online casinos, sports betting, bingo, poker, or similar activities;
• Distribute or promote software, browser extensions, scripts, or other technologies designed to interfere with, redirect, overwrite, or divert commissions, tracking, or attribution from other partners;
• Offer rebates, kickbacks, or other forms of monetary incentives funded from your commissions in connection with Easemble Products, unless expressly approved in advance through the Partner Dashboard or in writing by Easemble;
• Promote special offers, discounts, or incentives in a manner that contradicts or exceeds the scope of any authorization granted by Easemble for such promotions;
• Use pop-ups, pop-unders, iframes, forced redirects, cookie stuffing, or other mechanisms that place tracking cookies or identifiers without a user’s affirmative and informed action indicating intent to access a specific offer or promotion;
• Refer yourself, any of your affiliates, or any Creator or prospective Creator that is owned or controlled by you, or under common ownership or control with you, for purposes of earning Referral Fees. Any sales to such a referral will not be considered a Qualified Sale and will not be eligible for Referral Fees.
• Engage in abusive behavior, gaming, or deceptive practices intended to mislead Creators or manipulate the Partner Program, including posting false or misleading discounts, promotions, or offers on deal-sharing, coupon, or bargain-sharing websites;
• Create or use any representation, including domain names or confusingly similar variations, websites, code, designs, imagery, text, videos, or other materials, that is likely to mislead or confuse Creators into believing that you or your website is affiliated with, endorsed by, or otherwise related to Easemble or Easemble Products;
• Access, scrape, reverse engineer, or otherwise misuse Easemble Products or any related technology, except as expressly permitted by Easemble; or
• Use paid search, pay-per-click, or similar advertising that includes Easemble-branded trademarks, domain names, terms, or confusingly similar variations or misspellings, including in keywords, ad copy, display URLs, or destination URLs.

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20. No Additional Promises

You will not provide any additional warranties, guarantees, or promises, express or implied, related to Easemble Products to any Creator or any third party, including any representations or guarantees relating to pricing, discounts, terms, or guarantees. If you do so, it is at your sole risk and expense, and Easemble is not responsible for any reliance by a Creator related to any warranty or promise provided by you, and you will indemnify Easemble for any related costs or expenses. Any breach of this section will constitute a material breach of this Agreement and will entitle Easemble, in its discretion, to immediately terminate this Agreement, along with Easemble’s obligation to pay any further unpaid or unearned Referral Fees and/or Services Fees to you, in addition to any other rights or remedies available at law or in equity.

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21. Non-Disparagement

During and after the term of this Agreement, you agree not to make or publish any false, misleading, or disparaging statements about Easemble, Easemble Products, the Partner Program, or Easemble’s personnel that could reasonably be expected to harm Easemble’s reputation or business. Nothing in this section restricts you from making truthful statements required by law or from providing truthful information to government authorities or in connection with a legal proceeding.

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22. Relationship of the Parties

The parties are independent contractors, and nothing in this Agreement creates or will be deemed to create any partnership, joint venture, employer-employee relationship, fiduciary relationship, or agency relationship between the parties. You have no authority to bind Easemble or to make representations on Easemble’s behalf except as expressly authorized in this Agreement. You acknowledge that you bear the risk of profit or loss arising from your business activities under this Agreement. In your capacity as an independent contractor, you represent and agree that:

• You have the right to perform services for others during the term of this Agreement, including services that are the same as or similar to the services provided under this Agreement;
• You have the sole right to control and direct the means, manner, and method by which it performs its services, subject only to the limited restrictions expressly set forth in this Agreement;
• You have the right to perform the services at any location and at such times as you determine;
• You will furnish all equipment, tools, and materials used to perform the services;
• The services will be performed by you or your personnel, and Easemble is not required to hire, supervise, direct, or compensate any assistants or personnel used by you;
• Neither you nor your personnel will receive training from Easemble in the skills necessary to perform the services;
• You are solely responsible for all ordinary and necessary expenses incurred in connection with your business operations and personnel;
• You are not eligible to participate in any bonus, incentive, profit-sharing, or other employee benefit plan of Easemble;
• You are solely responsible for providing any compensation, benefits, insurance, or other arrangements for yourself and your personnel, including workers’ compensation, unemployment insurance, health, and retirement benefits; and
• You hold yourself open to the public as an independent business offering services that are the same as, similar to, or reasonably related to the services provided under this Agreement.

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23. Documentation

To work with Easemble as an independent contractor, you must be legally able to perform the services described in this Agreement and provide any required tax or identification information. You agree to provide Easemble with all necessary forms and information as reasonably requested by Easemble, including:

• A completed and signed IRS Form W-9 (or Form W-8BEN if you are not a U.S. person).
• Your business name and Employer Identification Number (EIN) or, if you are a sole proprietor, your Social Security Number (SSN)(or the equivalent if you are not a U.S. person).
• Any additional licenses, permits, or eligibility documents required by law for the type of work you perform.

You represent that all information provided is true, current, and accurate, and you agree to update Easemble promptly if any of it changes. If you do not meet these eligibility requirements or fails to provide the required documentation, Easemble may suspend your status as an Easemble Partner until the issue is resolved.

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24. Creator Materials

You may receive, access, or process information, data, or content relating to a Creator or prospective Creator in connection with this Agreement, including, without limitation, personal information; contact details; business information; communications; files; assets; and any copyrighted works, trademarks, trade dress, designs, drawings, specifications, photos, logos, manuals, videos, models, or other intellectual property provided by or on behalf of a Creator, whether received through the Partner Dashboard, directly from a Creator, or otherwise (collectively, “Creator Materials”).

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You may use Creator Materials solely as necessary to perform permitted activities under this Agreement, including referring Creators or providing Partner Services, and will comply with all applicable privacy and data protection laws in connection with your receipt, use, storage, and disclosure of Creator Materials. You are solely responsible for determining and complying with your legal obligations with respect to Creator Materials.

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You will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Creator Materials against unauthorized access, use, disclosure, alteration, or loss. You will not retain Creator Materials longer than necessary for the purposes for which it was obtained and will securely delete or anonymize Creator Materials when it is no longer needed, unless retention is required by applicable law.

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You will not sell, disclose, or otherwise use Creator Materials for any purpose unrelated to this Agreement without the applicable Creator’s consent. Easemble is not responsible for your handling, use, or protection of Creator Materials.

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25. Easemble Materials

Easemble and its licensors retain all right, title, and interest in and to Easemble Products and the Partner Program, including the platform, software, documentation, trademarks, marketing materials, and other materials made available by Easemble (collectively, “Easemble Materials”), including all related intellectual property rights and any improvements, enhancements, or modifications thereto. Except as expressly permitted under this Agreement, you will not copy, modify, distribute, or create derivative works of Easemble Materials, and will not take any action inconsistent with Easemble’s ownership of or rights in Easemble Materials.

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26. Confidentiality

In connection with this Agreement, you may receive or have access to non-public, confidential, or sensitive information relating to Easemble, its business, its products, or its Creators (“Confidential Information”). Confidential Information includes information disclosed by Easemble or a Creator, whether through the Partner Dashboard, in connection with referrals or Partner Services, or otherwise, that is not generally known to the public, and that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.

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Confidential Information includes, without limitation, Easemble Materials, Creator Materials, business plans, strategies, financial data, product designs, technical information, marketing materials, and any materials created using or derived from such information. Confidential Information does not include information that: (a) becomes publicly available through no fault of your own; (b) was lawfully known to you before disclosure without an obligation of confidentiality; (c) is lawfully received by you from a third party without restriction; or (d) is independently developed by you without the use of Confidential Information.

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You agree, during the term of this Agreement and thereafter, to: (i) hold Confidential Information in confidence; (ii) not use Confidential Information except as permitted under this Agreement; (iii) not disclose Confidential Information to any third party except as authorized by the disclosing party or as permitted by law; and (iv) protect Confidential Information using at least the same degree of care you use to protect your own confidential information, but no less than a reasonable degree of care.

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You agree to use Confidential Information solely as necessary to perform your obligations under this Agreement, including referring Creators or providing Partner Services, as applicable. You will not disclose Confidential Information to any third party except to employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

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These confidentiality obligations apply regardless of whether Confidential Information is received directly from Easemble, directly from a Creator, or through the Partner Dashboard. Creators are intended third-party beneficiaries of this section with respect to the protection of their Confidential Information.

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The foregoing restrictions do not apply to information that you are legally compelled to disclose, provided that you give prompt notice to the disclosing party (to the extent legally permitted) and cooperate in any reasonable efforts to limit the scope of such disclosure. Nothing in this Agreement prohibits you from disclosing Confidential Information to its attorneys, law enforcement, or governmental authorities as permitted under applicable law.

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You are notified in accordance with the Defend Trade Secrets Act of 2016 that you will not be held criminally or civilly liable under any federal or state trade secret law for disclosures of Confidential Information protected under 18 U.S.C. § 1833(b).

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27. Partner Materials

As between you and Easemble, you retain all right, title, and interest in and to your pre-existing materials, tools, methodologies, processes, systems, know-how, and intellectual property, as well as any services, deliverables, or work product created by you in connection with Partner Services provided to Creators (“Partner Materials”), except to the extent expressly assigned or licensed under this Agreement (including in the Services Agreement) or under a Partner Contract.

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28. Feedback and Marketing Materials

To the extent you provide suggestions, feedback, feature requests, or other input relating to Easemble Materials or the Partner Program, you hereby grant Easemble a perpetual, irrevocable, royalty-free, worldwide, transferable, and sublicensable license to use, modify, incorporate, and exploit such input for any legitimate business purpose, without obligation or restriction. If you create any marketing or promotional materials to promote Easemble Products, you hereby grant Easemble a non-exclusive, royalty-free, worldwide license to use, reproduce, display, distribute, and modify such materials for any business purpose.

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29. Use of Third-Party Materials

In connection with your provision of Partner Services, including the creation or rendering of 3D models, 2D assets, videos, or other visual or audiovisual content, you will use only:

• Materials, content, and information supplied or approved by the applicable Creator;
• Your own original work; or
• Materials that are properly licensed from the rights holder and approved for use by the applicable Creator.

You represent and warrant that you have all rights, licenses, consents, and permissions necessary to use any materials, content, data, or information incorporated into your Partner Services, marketing materials, or Partner Profile, and that any third-party materials used in any Partner Services have been approved in advance by the applicable Creator. You are solely responsible for obtaining and maintaining any required licenses, permissions, or clearances and for ensuring that your use of such materials does not infringe, misappropriate, or otherwise violate the rights of any third party.

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You will not provide to Easemble, display through the Partner Dashboard or your Partner Profile, or use in connection with referrals, marketing activities, or Partner Services any content or materials that violate this section.

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30. Use of Marks

All uses of a Creator’s, Easemble’s, or their licensors’ trademarks, and all associated goodwill, will remain with the Creator, Easemble, or the applicable licensor. Except as expressly provided otherwise in this Agreement, you shall not use a Creator’s, Easemble’s, or their licensor’s trademarks: (i) in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies without the prior written consent of the Creator or Easemble, as applicable; (ii) as part of your corporate or trade name or any domain name; (iii) in any way that may cause confusion, mistake, or deception; or (iv) in any way that may dilute, tarnish, or diminish the trademarks’ distinctiveness, or jeopardize the reputation or goodwill associated with the trademarks or the validity of the ownership of such trademarks.

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31. Promotional Rights

You agree that Easemble may reference you in Easemble's Partner listings and place your name and logo (if applicable) on Easemble's website and marketing materials relating to Easemble's products and services, as well as in any press releases or “case studies” and the like. You hereby grant Easemble a limited license to use your trademarks for such limited uses.

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32. Platform Use and Payment Requirements

As a condition of the Partner Program, you agree not to bypass or avoid Easemble’s platform or payment mechanisms in connection with referrals or the provision of Partner Services. You will not solicit, contract with, or provide Partner Services to any Creator introduced, referred, or made known to you through Easemble Products or the Partner Dashboard except through Easemble’s platform, unless otherwise expressly approved by Easemble in writing.

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You will not accept or request payment from any such Creator outside the Partner Dashboard or take any action intended to avoid payment of Platform Fees or other amounts owed to Easemble under this Agreement.

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Nothing in this section restricts you from providing services that are unrelated to Easemble Products to customers who were independently known to you prior to introduction through Easemble Products or this Agreement, provided that you can reasonably demonstrate such prior relationship upon Easemble’s request.

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33. Mutual Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) its execution and performance of this Agreement do not and will not conflict with any other agreement or obligation; and (c) it will comply with all applicable laws in connection with its activities under this Agreement.

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You further represent and warrant that all information provided to Easemble in connection with this Agreement, including through the Partner Dashboard or for inclusion in your Partner Profile, is accurate, complete, and not misleading, and that you will not make any representation, warranty, or commitment on Easemble’s behalf.

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If you provide Partner Services directly to a Creator, you further represent and warrant that:

• Partner Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards;
• You have and will maintain all licenses, permits, and qualifications required to perform any Partner Services;
• Your performance of Partner Services will comply with all applicable laws and regulations; and
• You will not represent that Partner Services are provided by, endorsed by, or on behalf of Easemble.

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34. Disclaimer of Warranties

EASEMBLE PRODUCTS ARE PROVIDED "AS-IS," "AS AVAILABLE," “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, ASSURANCE, CONDITION, OR DUTY REGARDING THE FUNCTIONALITY OR AVAILABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EASEMBLE DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT EASEMBLE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OF, OR IS OTHERWISE IN FACT AWARE OF SUCH PURPOSE). EASEMBLE FURTHER DISCLAIMS ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EASEMBLE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT EASEMBLE PRODUCTS WILL MEET A CREATOR’S REQUIREMENTS, THAT EASEMBLE PRODUCTS WILL BE ERROR-FREE, OR THAT ALL DEFECTS IN EASEMBLE PRODUCTS WILL BE CORRECTED. EASEMBLE MAKES NO REPRESENTATION OR GUARANTEE AS TO THE AMOUNT OF MONEY YOU MAY EARN UNDER THIS AGREEMENT.

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35. Limitation of Liability

NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE FOR ANY: (I) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS, LOST PRODUCTION, LOST REVENUES, OR LOST PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; OR (IV) COST OF REPLACEMENT GOODS OR SERVICES. THIS LIMITATION APPLIES WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE. 

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THE TOTAL LIABILITY OF EITHER PARTY, IF ANY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE UNDER THIS AGREEMENT TO YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT ACT OR OMISSION GIVING RISE TO A PARTY’S LIABILITY. EACH PARTY RELEASES THE OTHER FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS, OR DEMANDS IN EXCESS OF THE LIMITATION. THIS LIMITATION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED WARRANTY OR REMEDY UNDER THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

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36. Indemnification

You agree to indemnify and hold harmless Easemble and its officers, directors, employees, and agents from and against any claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: 

• Your referral, marketing, or promotional activities;
• The provision of Partner Services or any dispute between you and a Creator;
• Any content, information, or materials provided by you, including in your Partner Profile and promotional materials;
• Your breach of this Agreement or any representation or warranty made by you to a Creator;
• Your violation of any applicable law; or
• Your infringement or misappropriation of any intellectual property or other rights of a third party.

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Easemble will indemnify and hold you harmless from and against any third-party claims to the extent arising from: (a) an allegation that Easemble Products, as provided by Easemble and used in accordance with this Agreement and the Easemble Terms of Service, infringe or misappropriate a third party’s intellectual property rights; or (b) Easemble’s liability, if any, to a Creator under the Easemble Terms of Service, solely to the extent such liability arises from Easemble’s operation of Easemble Products and not from your Partner Services, marketing activities, or other conduct. This section does not apply to claims arising from Partner Services or any modification or combination of Easemble Products not authorized by Easemble.

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37. General Provisions
    
    1. Entire Agreement. This Agreement, together with all agreements and exhibits incorporated by reference, comprises the entire agreement between the parties relating to the subject matter. This Agreement supersedes all prior agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. 
    2. Rights Cumulative. No right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy (unless such intent is expressly provided in such provision), and every right and remedy is cumulative and in addition to any other right or remedy, now or hereafter legally existing upon any default. 
    3. No Amendments; No Waiver. This Agreement may not be modified or amended except in writing, signed by a duly authorized representative of each party; no other act or custom shall be deemed to amend or modify this Agreement. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the party that has given such waiver or excused such breach.
    4. Assignment. You may not transfer or assign this Agreement without the consent of Easemble, but Easemble may freely transfer or assign its responsibilities and rights under this Agreement. This Agreement will bind and continue to benefit the parties, their successors, and permitted assigns.
    5. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid, and enforceable provision. The remainder of this Agreement continues in full force and effect to the extent that continued operation under this Agreement without the unenforceable provision is consistent with the parties' intent as expressed in this Agreement.
    6. Compliance with Laws. Each party agrees to comply with all applicable laws in its performance under this Agreement and the provision of the Partner Services for Creators, including, without limitation, all laws related to the collection, use, protection, and disclosure of personal information.
    7. Dispute Resolution. For any dispute, each party agrees to first contact the other and attempt to resolve it informally. If the parties cannot resolve the dispute informally within 90 days, any claim or controversy (except for injunctive relief) will be submitted to non-binding mediation administered by the American Arbitration Association (AAA) according to its Commercial Mediation Procedures. The mediation will be conducted in the United States unless otherwise agreed. Each party will bear its own attorneys’ fees and costs, and the parties will share the mediator’s fees and administrative costs equally.
    8. Governing Law. This Agreement will be governed and construed in accordance with the laws of the United States of America, excluding the body of law pertaining to conflicts of law.
    9. Injunctive Relief. You acknowledge that a breach or threatened breach by you of the sections entitled ‘Easemble Materials,’ ‘Creator Materials,’ ‘Confidentiality,’ and ‘Use of Marks’ will result in irreparable injury to Easemble or the Creator, and monetary damages will not adequately relieve. Accordingly, Easemble and/or the applicable Creator is entitled to injunctive relief, including preliminary and permanent injunctions.
    10. Notices. Either party may notify the other at any time by electronic notification or letter delivered by first-class postage prepaid mail or overnight courier to the addresses provided through the Partner Dashboard. Either party may at any time designate another address by notifying the other party in writing.
    11. Survival. Any provision of this Agreement contemplating performance after the expiration or earlier termination of this Agreement, or which expressly states that it survives termination of the Agreement, will survive such expiration or termination and continue in full force and effect until fully satisfied.

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By joining Easemble’s Partner Program, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions contained in this Partner Agreement.