This Buildly Partner Program Agreement (“Agreement”) is between Buildly and Partner and governs your participation in our Partner Program.

You represent and warrant that you have the authority to agree to this Agreement on behalf of your organization.

1. Definitions. The following terms have the following meanings:

“Affiliate” means an organization that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting interests of the organization.

“Effective Date” means the date that we accept your registration to become a Partner in our Partner Program.

“Marketing Guidelines” means Buildly’s Marketing Guidelines available at https://www.buildly.io/legal/trademark-usage-guidelines.

“Buildly,” “we” or “us” means Buildly, Inc.

“Partner,” “you” or “your” means the individual or organization that registers for and Buildly accepts to the Partner Program and that Buildly accepts into its Partner Program

“Partner Guidelines” means the guidelines applicable to partners available at https://www.buildly.io/partners/program-guidelines.

“Partner Tier” means the level of Buildly partner participation included in the Partner Guidelines. Tiers include both services provided:

Consulting Developer

Marketplace Solution Provider

Marketplace Service Provider

And Level:

Tier I (Preferred Provider)

Tier II (Approved Provider)

Tier III (Potential Provider)

“Products” means the subscriptions, software and services included in the Partner Program as set forth in the Partner Guidelines.

“Software” means our Buildly Enterprise software.

“Buildly Insights” means The Platform

2. Partner Program. Your enrollment in the Partner Program takes effect on: (a) your submission of a completed online registration form; (b) Buildly’s assignment of Partner to a Partner Tier; and (c) Buildly’s notification to you of its approval to participate in the Partner Program. Partner represents that it meets and will continue to meet the requirements in the Partner Guidelines available at https://www.buildly.io/partners/program-guidelines, which are incorporated into this Agreement. We may change the Partner Guidelines from time to time to reflect changes to the Partner Program. If we make any change to the Partner Program with which you do not agree, you may terminate this Agreement and your participation in the Partner Program in accordance with Section 5. You will actively market the Products, and will represent the Products accurately and fairly and in accordance with the Partner Guidelines. Partner will confer periodically with Buildly, at Buildly’s request, on matters relating to market conditions, sales forecasting, product planning and promotional marketing strategies.

3. Compensation. Each partner has the potential to earn from a Buildly customer, a long term contract at the rate and duration of their choosing, based on an agreement between the Partner and the Buildly Customer. Buildly does not facilitate an agreement between parties or manage the contractual relationship. There are no fees associated with the Partner Program as long as the partner continues in the Insights developer program. If the Partner leaves the program before the customer contract is completed and product releases, the partner agrees to the following terms and conditions. Partner agree to compensate Buildly for the referral from the customer, and the accepted Scope of Work, Timeline and Budget in an amount equal to 15% of the first 3 months of the contract, or 15% of the life of the contract if the contract is shorter then 3 months or does not continue beyond 3 months. All fees are waved if the Partner agrees not to negotiate a second contract with the customer, without Buildly’s referral fee, unless said scope is resubmitted through The Platform Wizard if it bears any resemblance to the original scope of work.

4. You may use promotional materials we make available to you for the purpose of promoting and demonstrating the Products during the Term as long as you comply with the Marketing Guidelines. Promotional materials are the property of Buildly, and you agree to not modify the Promotional Materials.

5. Trademarks.

(a) Our Trademarks. We grant to you a non-exclusive and non-transferable right to display our logos and trademarks during the Term solely for the purpose of marketing and promoting the Products under this Agreement and in compliance with the Marketing Guidelines. You may not use our logos or trademarks in connection with search engine rankings, ad word purchases, or as part of a trade name, business name, or Internet domain name. Buildly may refer to its relationship with Partner during discussions with analysts, meetings with the press, or in regulatory filings.

(b) Your Trademarks. You grant to us a non-exclusive and non-transferable right to use your logos and trademarks during the Term in marketing materials and in public statements, including placement on our website, inclusion in partner lists, and customer briefings.

6. Term and Termination. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement (“Term”). Either party may terminate this Agreement if the other party does not cure a breach of this Agreement within 15 days after being notified of the breach in writing. Either party may terminate this Agreement for convenience on 30 days’ prior written notice. This Agreement automatically terminates if you become insolvent, make a general assignment for the benefit of creditors, file a voluntary petition of bankruptcy, permit the appointment of a receiver for your business or assets, or become subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or wind up or liquidate, voluntarily or otherwise. Upon termination: (a) your status as a Buildly Partner will immediately be revoked; (b) all licenses and rights granted under this Agreement terminate; (c) you will cease using our trademarks, and promoting, demonstrating, and using the Software; (d) you will return or destroy our Confidential Information and Promotional Materials; and (e) you will remit all fees due to us within thirty days of termination.

7. Disclaimers and Limitation of Liability. PRODUCTS, BUILDLY’S PARTNER PROGRAM, BUILDLY’S SOFTWARE, BUILDLY’S TRADEMARKS, DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED TO YOU UNDER THIS AGREEMENT ARE MADE AVAILABLE ON AN “AS-IS” BASIS AND WITHOUT ANY EXPRESS WARRANTY. BUILDLY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. BUILDLY WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF BUILDLY AND BUILDLYS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS FOR ALL COSTS, LOSSES, OR DAMAGES FROM CLAIMS ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE PARTIES’ RESPECTIVE OBLIGATIONS HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO THE OTHER PARTY'S DIRECT DAMAGES ONLY AND SHALL NOT EXCEED $100.00.

8. Confidentiality. If the parties have entered into a Non-Disclosure Agreement (“NDA”), this Agreement incorporates the NDA. If the parties have not signed an NDA, neither party will disclose the other party’s Confidential Information to any third party without the other party’s prior written consent or except as required by law, or use the other party’s Confidential Information for any purpose except performing this Agreement or furthering the relationship between the parties. Each party will return or destroy the other party’s Confidential Information upon written request from the other party. Unless you tell us otherwise in writing, we may refer to our relationship with you as a customer. “Confidential Information” means information a party designates as confidential, or information that should by its nature be considered confidential, and includes, without limitation, the pricing information on any ordering document, as well as Login Credentials, but does not include information that is or becomes publicly available through no fault of recipient, or information that is received from a third party without a duty of confidentiality.

9. Changes.

(a) Buildly Partner Program. We may modify the Buildly Partner Program (including, without limitation, the details set forth in the Program Guidelines and the Marketing Guidelines at any time without notice and without any liability to you or to any third parties. We may also suspend or terminate the Partner Program or your participation in the Partner Program at any time with no liability to you or to any third parties, in which case we will notify you of such suspension or termination by writing to you at the email address you provided to us. (

b) Agreement. We may amend this Agreement at any time. The date of the latest version of this Agreement will be posted at the top of the webpage (“Amended Date”). We may also notify you of such amendments via the email address you provided to us. The amended version of this Agreement will become effective as soon as it’s posted online. If you do not agree to the amended version of the Agreement, you must notify us by writing to us at legal@buildly.io within 30 days of the Amended Date, whereupon this Agreement between Buildly and you will terminate within 15 days of such notification. You acknowledge and agree that by continuing to participate in the Buildly Program after the Amended Date, you agree to be bound by the amended Agreement.

(c) Your Responsibility. You are solely responsible for monitoring any changes to this Agreement. While we will make a commercially reasonable effort to notify you of material changes to this Agreement or the Guidelines and Policies, absence of notification does not relieve you of the obligation to monitor all changes, or of such modifications’ enforceability.

10. Referral Program.

(a) Participation. As a Buildly Partner, you are eligible to participate in the Buildly Referral Program, and refer to Buildly end users who wish to purchase Buildly’s Enterprise+ or Enterprise++ (“Referral”). You will submit a Referral to Buildly for Buildly’s approval via the following website: https://www.buildly.io/partners/register.

(b) Referral Fees. You will receive 10% of the net sales revenue actually received by Buildly from a Referral for the first 3 months of a contract (“Referral Fees'') for Buildly Insights Discovery or higher sign up ,subject to the conditions in this Section. Assuming the Referral completes 3 or more months fr hosted service.

(c) Referral Qualification. Buildly retains the right to reject any Referral in its discretion. Buildly will not pay Referral Fees if (i) the referred end user (or any of its affiliates) is, prior to the time of submission by Partner, a user of any Buildly products; or (ii) the referred end user has previously discussed with Buildly (or with any of our affiliates, distributors, resellers, or other channel partners) the possibility of entering into an agreement for the provision of any Buildly products.

10. Intellectual Property. Except for the express licenses set forth in this Agreement, this Agreement does not transfer any right, title or interest in any intellectual property right of either party to the other. Any goodwill accruing to a party’s logos and trademarks due to activities under this Agreement inures to the benefit of the party that owns the logos and trademarks. If you provide us with suggestions, ideas for improvement, recommendations or other feedback regarding our Products, Partner Program, Software or other offerings, we may use your feedback without any restriction or payment.

11. Miscellaneous.

(a) Independent Contractors. The parties to this Agreement are independent contractors. Neither party nor any of its respective affiliates is an agent of the other for any purpose, and neither party nor any of its respective affiliates has the authority to bind the other party. This Agreement does not create a franchise, joint venture, partnership, or any other relationship that imposes a fiduciary duty on either party to this Agreement or on any third parties. This Agreement does not create any third party beneficiary rights in any third party.

(b) Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent.

(c) Waiver and Enforcement. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision, or limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and will be interpreted to best accomplish the unenforceable provision’s essential purpose.

(d) Entire Agreement. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement, and it supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or oral, regarding the subject matter of this Agreement.

(e) Notice and Communications. To give us notice under this Agreement, you must (1) email us at legal@buildly.io, or (2) send us your notice by certified mail, return receipt requested, to Buildly, Inc., 8225 5th Ave, #432 Brooklyn, NY 11209, Attention: Legal Department. A mailed notice sent by you will be deemed delivered only if it is verified by written receipt. All communications you send us must be in English. We may provide any notice to you under this Agreement by sending a message to the email address you provided to us. You will be deemed to have received any email we send to the email address you provided when we send such an email.

(f) Choice of Law; Consent to Jurisdiction. For customers located in North or South America, New York law governs this Agreement, excluding any applicable conflict of laws rules or principles, and the parties agree to the exclusive jurisdiction of the courts in New York, New York.

(g) Force Majeure. Neither party is liable for any delay or failure to perform its obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Neither party is liable for inadequate performance to the extent such inadequate performance is caused by a condition that was beyond its reasonable control. The affected party will notify the other in writing of such events or circumstances promptly upon their occurrence.