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Technology Partner Addendum (To Partners Terms and Conditions)

This Technology Partner Addendum (this “Addendum”) forms part of, and is subject to the terms and conditions set forth in, the Omnisend Partner Program Agreement posted at https://www.omnisend.com/partner-terms/ (the “Partner Terms”).  This Addendum forms part of, and is subject to the terms and conditions set forth in, the Partner Terms.  Capitalized terms used herein and not otherwise defined have those meanings ascribed to them in the Partner Terms.

The Partner’s consent to this Addendum shall be equivalent to a legally valid signature. The Partner’s authorized representative shall sign on behalf of the Partner by clicking “I agree”. When doing so, the Partner’s representative confirms that he/she has full authority to do so.

1. Technology Integration.

(a)    If and to the extent applicable, Omnisend will use commercially reasonable efforts to develop and/or provide, for the  Partner’s access and use solely in accordance with the terms and conditions set forth in the Partner Terms and this Addendum, an application programming interface, administrative interface and other features to enable the  Partner’s products and services to interface with Omnisend’s products and services, and to allow customers using the  Partner’s products and services to access and use certain other functionalities of Omnisend’s products and services (the “Omnisend API”).  If and as applicable, Partner will provide Omnisend access to, and specifications for, the application programming interface associated with Partner’s software (the “Partner API”).

(b)    During the Term, the Parties will cooperate reasonably and in good faith to resolve bugs, malfunctions and non-conformities that may arise with respect to the use of the Omnisend API and the Partner API.

(c)    During the Term, Omnisend hereby grants Partner a limited, non-exclusive, non-transferable, royalty-free, fully-paid up rights to access and use the Omnisend API for the limited purpose of developing and maintaining their integration, for the purpose of demonstrating the Omnisend platform to potential clients, and for general development purposes; and Partner hereby grants Omnisend a limited, non-exclusive, non-transferable, royalty-free, fully-paid up license to the Partner API for use in connection with the Partner Terms and this Addendum.

(e)    Partner hereby agrees to indemnify and hold harmless Omnisend from and against any and all claims related to Partner’s use of the Omnisend API and/or Omnisend’s use of the Partner API, except to the extent due to Omnisend’s gross negligence or willful misconduct.

3. Resources.

3.1. Omnisend will provide Partner with:

(a)    A dedicated Omnisend channel/relationship manager;

(b)    referrals of Merchants requiring relevant services;

(c)    inclusion of Partner’s logo on the Omnisend website;

(d)    sales training to relevant staff; and

(e)    in some cases – inclusion in Omnisend partner program marketing and published resource materials. Such cases shall be unilaterally determined by Omnisend and Omnisend shall notify the Partner about it in writing.

3.2.  Partner will provide Omnisend with:

(a)    A named marketing resource staff person tasked with promoting Omnisend growth;

(b)    current and ongoing enablement training to relevant Omnisend staff;

(c)    press release or blog article describing the nature of the partnership to be issued within 2 months of signing this Addendum;

(d)    Omnisend logo and representation on the relevant Partner website;

(e)    dedicated Omnisend point of contact or  Partner channel/relationship manager or; and

(f)    referrals of Merchants requiring marketing technology.

4. Partner Marketing Activities.

4.1.  Omnisend and Partner will:

(a)    When possible, support each other in its co-marketing activities;

(i)    Examples include but are not limited to webinars, content collaboration and happy hours trade shows, conferences, and other in-person events agreed by the parties.

(b)   Omnisend and Partner may agree on more joint marketing activities by mutual agreement. Such activities shall be agreed separately in writing.

5. TERM AND TERMINATION

This Addendum shall become effective on the date signed by the Parties, and shall continue unless earlier terminated by Omnisend or  Partner in accordance with the provisions of the Agreement.

The terms of this Addendum are subject to change. The Partner will be notified about such changes in accordance with the Partner Terms.

This Addendum may be terminated in accordance with the rules established in the Partners Terms. Upon expiration or termination of this Addendum for any reason,  Partner shall immediately cease to identify itself as a  Partner.

6. ENTIRE AGREEMENT

This Addendum and the Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements, negotiations, representations and understandings between the parties, whether written or oral.

Other terms that are not specified in this Addendum have been specified in the Partner Terms. In the event of a conflict between any of the provisions of the Addendum and the Partner Terms, the provisions of the Partner Terms shall prevail.

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed and delivered as of the date last written below by their duly authorized representatives.