Terms of Service

REFERRAL PARTNER PROGRAM AGREEMENT

Last Updated: January 13,2025

This Referral Partner Program Agreement (“Agreement”) governs your (“Partner”, “You” or “Your”) relationship with Sogolytics, LLC (“Sogolytics”, “We”, “Us” or “Our”).

By undertaking any of the following actions, You indicate and demonstrate that You have read and agree to the terms of this Agreement: (i) by submitting a form indicating your intent to become a Sogolytics Partner or participate in the Referral Partner Program (“Referral Program”); (ii) by clicking a box indicating acceptance; (iii) by executing an order form or other documentation that references this Agreement; (iv) by creating an account as a partner or referral partner on or through https://www.sogolytics.com; or (v) by executing this Agreement, whether electronically or physically. You further indicate that You have read and understood Our Privacy Policy, and that You have read, understood, and agree to be bound by, Our Anti-Spam Policy. The latest version of the legal documents can be accessed at:

• Privacy Policy: https://www.sogolytics.com/survey-privacy/
• Cookie Policy: https://www.sogolytics.com/cookies/
• Anti-Spam Policy: https://www.sogolytics.com/anti-spam-policy/

If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the terms “Partner”, “You” and “Your” shall refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with these terms of service, such individual must not accept this Agreement.

Each of Partner and Sogolytics is individually referred to below as a “Party” and collectively as “Parties” to this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

This Agreement is effective between Partner and Sogolytics as of the date on which Partner accepts this Agreement.

1. Definitions
   1. “Authorized Representative” means an individual that has the authority to decide whether or not a Referred Party or a Qualified Referred Party would purchase or subscribe to a Qualified Service.
   2. “Closed Deal” means a legally binding Service Agreement executed by and between Sogolytics and a Qualified Referred Party, for the provision of one (1) year or a longer duration of Qualified Services by Sogolytics to such Qualified Referred Party if: (i) the Partner’s referral directly results in the Referred Party becoming a New Customer; and (ii) Sogolytics receives the payment from the New Customer as per the terms of the Service Agreement between Sogolytics and the New Customer. A Closed Deal does not include any agreements where the Customer cancels the contract before the commencement of services or defaults on payments or violates any terms of the Service Agreement. In the event that an agreement for products and/or services between Sogolytics and a New Customer includes Qualified Services along with any other products or services (for example, project management or custom development), then for the purpose of this Agreement, the Closed Deal refers to only that part of such agreement for services as pertains to Qualified Services, and the payments under this Agreement would be based on only that part of the New Customer’s payments to Sogolytics as pertain to Qualified Services.
   3. “Commission” has the meaning assigned to it in Section 3.2.
   4. “Demo” refers to a product demonstration conducted by Sogolytics to showcase the features and functionalities of its services.
   5. “New Customer” means a Qualified Referred Party that executes a legally binding agreement with Sogolytics for purchase of or subscription to Qualified Service(s) within ninety (90) days from the date of becoming a Qualified Referred Party.
   6. “Partner Portal” means the software or website or method specified by Sogolytics from time to time in its sole discretion for the purpose of viewing and managing referral-related activities and earnings, including but not limited to viewing Commissions or payments, managing or providing Partner information to Sogolytics, status of Referred Party(ies), and obtaining a copy of the Partner’s Referral Link for sharing with potential customers.
   7. “Referral Link” means the unique referral link provided to Partner by Sogolytics, as defined more particularly in Section 2.2.
   8. “Referred Party” means a third-party that visits Sogolytics’s website through the use of Partner’s Referral Link, and then proceeds to submit their information for the purpose of further conversation regarding a potential purchase of or subscription to Qualified Service(s).
   9. “Qualified Referred Party” means a Referred Party that satisfies all the requirements specified in Section 2.3.
   10. “Qualified Service(s)” refers to only the following subscription-based services: (i) SogoCore; (ii) SogoEX; and/or (iii) SogoCX. Qualified Services does not include any other product and/or service offered or provided by Sogolytics.
   11. “Service Agreement” means the Sogolytics’s Terms of Service agreement, Master Service agreement or Enterprise Service agreement, as applicable.
2. Referral Program
   1. 1. The Partner agrees to refer potential new customers to Sogolytics through the use of the Referral Link only. Referrals made in any other manner may be rejected or refused by Sogolytics for the purpose of this Agreement.
      2. Upon registering as a Partner through the Partner Portal, Sogolytics will provide a Referral Link and access to the Partner Portal to Partner. This Referral Link serves as the primary mechanism for tracking referrals, and the Partner Portal serves as the primary mechanism for tracking Commissions. Partners may share this Referral Link through online platforms, social media, or other digital means to direct potential customers to Sogolytics’ Qualified Service(s). Third-parties who engage with Sogolytics via the Referral Link will be directed to a Sogolytics’s designated enterprise pricing and plans page.
      3. Partner agrees to keep its login credentials secure, and not to share access to the Partner Portal with any third party.
      4. For the Referred Party to become a “Qualified Referred Party”:
         1. The Referred Party: (i) must not be an existing Sogolytics customer, and must not have for the past six (6) months prior to the referral date at no point in time have been, an existing ora prior customer of Sogolytics; (ii) must not be, and must not and must at no point in time have been, in discussion with Sogolytics for the purchase of any service or subscription from Sogolytics prior to six (6) months from the date of referral by the Partner; (iii) must not have previously received a Demo from Sogolytics for the past six (6) months prior to the date of referral; (iv) must not have been previously referred to Sogolytics by a third-party; (v) must not be ineligible for the use or purchase of Sogolytics’s products or services under Sogolytics’s Terms of Service agreement, Master Service agreement or Enterprise Service agreement, and/or the applicable local, state or federal laws; and
         2. The Referred Party’s Authorized Representative must fill the enquiry form provided on Sogolytics’s website and all All of the following conditions must be satisfied within ninety (90) days of the date of filling the abovementioned enquiry formvisit to the Referral Link: (i) the Referred Party’s Authorized Representative must fill the conversation form provided on Sogolytics’s website; (ii) the Referred Party’s Authorized Representative must demonstrate interest in purchasing or subscribing to Sogolytics’ Qualified Service during a discovery call initiated by Sogolytics; and (iii) the Referred Party must successfully complete a Demo provided by Sogolytics. In the event that the Referred Party expresses interest and meets Sogolytics’s criteria, they will be designated as qualified for the purpose of conducting a Demo. A Demo will be considered successfully completed in the event that: (a) the Referred Party attends the Demo in full; (b) Sogolytics delivers a demonstration of any Qualified Service; and (c) the Demo results in the Customer expressing interest in purchasing or subscribing to a Qualified Service.
      5. Whether any third-party referred by the Partner under this Agreement qualifies as a Referred Party, Qualified Referred Party, and/or a New Customer shall be determined by Sogolytics at its sole discretion. Sogolytics may, but shall have no obligation to, provide reason(s) for disqualification of any third-party.
      6. Sogolytics will not be liable or responsible for damage or loss (including but not limited to loss of reputation or loss of potential income) arising as a result of any failure, delay or negligence by Sogolytics in undertaking, or refusal by Sogolytics to undertake, any part of the process specified in Section 2.3 above.
      7. Sogolytics reserves the right to withhold or deny any or all payments if: (i) the Partner has breached any term(s) of this Agreement; (ii) the referral is found to be fraudulent or misleading; (iii) and/or Sogolytics reasonably determines that the Referred Party is unlikely to engage in a long-term commercial relationship. In the event of any dispute regarding the eligibility or determination of a referral, Referred Party, Qualified Referred Party, New Customer, Demo, Qualified Service, Closed Deal or whether the referred party has used the Partner’s Referral Link, the Partner agrees that Sogolytics’ decision shall be final and binding upon both Parties.
3. Payments to Partner
   1. For each Referred Party that becomes a Qualified Referred Party as described in Section 2.3 above, the Partner will be provided a one-time fixed fee, as specified in Exhibit A.
   2. For each Qualified Referred Party that becomes a New Customer and results in a Closed Deal within ninety (90) days of becoming a Qualified Referred Party, the Partner will receive a percentage of the net revenue derived from the New Customer’s purchase of or subscription to the applicable Qualified Services, as specified in Exhibit A. Net revenue excludes (and does not include) taxes, refunds, discounts, and similar deductions. Payments to the Partner for Closed Deals shall be structured as follows: (i) For the first year, the Commission shall be contingent upon the New Customer’s payment for the first year of Qualified Service(s); (ii) For the second year, the Commission shall be contingent upon the New Customer’s successful renewal and payment for Qualified Service(s); and (iii) For the third year and beyond, no further payments shall be made to the Partner in relation to the New Customer.
   3. Partner understands and agrees that: (i) neither Sogolytics nor Referred Party have any obligation to participate in or successfully complete a Demo; (ii) Qualified Referred Party has no obligation to purchase or subscribe to Qualified Services; and/or (iii) the New Customer may not purchase, subscribe to or for, or otherwise pay for, a second year of any Qualified Service.
   4. If the New Customer fails to make any payment to Sogolytics, or defaults or cancels the Qualified Services or Service Agreement for such Qualified Services, Sogolytics shall not be liable to make any payment to the Partner in respect of that referral or Closed Deal or New Customer. All payments or service credits under this Section 3 will be made within ninety (90) days of the designation by Sogolytics as a Qualified Referred Party or Sogolytics receiving the payment from the New Customer for a Closed Deal, as the case may be. Sogolytics may deduct from such monetary benefits any amount due from Partner to Sogolytics under any legal obligation or agreement or any legal right.
   5. The Partner is responsible for providing correct, accurate and up-to-date payment information to Sogolytics for the purpose of processing payments to the Partner.
   6. In the event that Sogolytics provides a refund to the New Customer for any reason, or if a chargeback is processed in relation to the New Customer’s payment, Sogolytics reserves the right to reduce, withdraw, adjust, deduct or withhold the amount of any corresponding Commission. If a refund or chargeback occurs after the Partner has already received a payment from Sogolytics, Sogolytics may, at its sole discretion, recover the equivalent amount from future payments due to the Partner or require repayment from the Partner or deduct the corresponding amount of Commission from future Commissions to Partner.
   7. All payments by Sogolytics to Partner shall be subject to applicable taxes and deductions as per the applicable local, state, and/or federal laws. Sogolytics shall have the right to withhold or deduct any taxes, levies, or other mandatory deductions from the payments due to the Partner as required by applicable law. The Partner agrees to provide any necessary tax documentation as reasonably requested by Sogolytics to comply with the applicable tax laws, rules, regulations, and/or orders.
   8. Sogolytics reserves the right to amend the payment terms, including this Section 3 and/or Exhibit A, by providing a thirty (30) days’ prior written notice to Partner.
4. Partner’s Obligations
   1. Partner shall not make any representations or statements on behalf of Sogolytics. Notwithstanding anything to the contrary in this Agreement, Partner understands and agrees that Partner is not authorized to, and must not, make any statements or publish any materials or content that may result in a third-party believing that Partner represents or is acting on behalf of Sogolytics. In all communications with and/or to a Referred Party, Partner must state clearly that Partner is a third-party that earns referral commissions from purchases or subscriptions made by the Referred Party.
   2. Partner shall not offer or provide any illegal or improper bribe, kickback, payment, gift, or thing of value to any Referred Party or any other third-party.
   3. Partner shall comply with all applicable laws, rules, regulations, guidelines, licensing requirements, and court orders. The foregoing includes, but is not limited to, laws, regulations, and guidelines, related to advertising and marketing, including without limitation the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. Partner must clearly state in its public or private communications that provides endorsement or evaluation of Qualified Services that Partner is receiving a compensation for referred customers.
   4. Partner shall not provide or promote or offer to any third-party/third-parties any refund, credit or discount, for subscribing to, or purchasing, any Qualified Services without Sogolytics’s prior written consent in each instance.
   5. Partner must not send unsolicited or bulk-email (spam).
   6. Partner shall not promote or otherwise mention Sogolytics or the Qualified Services on or through: (i) third-party website(s) or service(s) or app(s) except website(s) or service(s) or apps(s) whose primary purpose is to allow individual users to post or publish user content; (ii) as a comment on any Sogolytics or third-party account, post or content on any website or service; and/or (iii) website(s) or service(s) or app(s) that contain or promote adult content, pornography, weapons, graphic violence, alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is abusive, profane, hateful, threatening, harmful, abusive, harassing or discriminatory (whether by race, ethnicity, religion, sex, sexual orientation, physical disability, or otherwise).
   7. Partner shall not, without Sogolytics’s explicit prior written consent in each instance: (i) create or promote or cause any third-party to create any derivative(s) of Sogolytics’s intellectual property, including but not limited to logos, copyrights, trademark(s), trade name(s), service marks, documentation, domain name(s), “Sogolytics”, or the name of any Qualified Service; (ii) clone, reproduce, mirror, or alter, the Sogolytics website, its contents, or Sogolytics’s services (including but not limited to Qualified Services); and/or (iii) create or promote or cause any third-party to create or promote any social media account, website, service, app, domain, URL, or advertisement, that includes, specifies, contains, or targets, in full or in part, Sogolytics’s intellectual property, including but not limited to logos, copyrights, trademark(s), trade name(s), service marks, documentation, domain name(s), “Sogolytics”, the name of any Qualified Service, or misspellings of any of the above.
   8. Partner shall be responsible for compliance with all applicable laws related to data protection and/or personal information, including but not limited to collecting and maintaining consent from the respective individuals.
   9. Sogolytics may, at any time and from time to time, request Partner to provide, and Partner shall upon receipt of such request provide, proof of compliance with applicable laws and/or this Agreement.
5. Term and Termination
   1. Term. This Agreement shall be effective from the date of execution and shall remain in force until it is terminated by either Party under the terms of this Agreement.
   2. Termination for Convenience. Either Party may terminate this Agreement at any time, with or without any reason, by providing thirty (30) days’ written notice to the other Party. Termination under this provision will not affect any rights or obligations that accrued prior to the effective date of termination, including, but not limited to, the Partner’s right to receive Commission accrued before termination for Closed Deals.
   3. Termination for Cause. Sogolytics reserves the right to terminate this Agreement immediately upon written notice to the Partner in the event of breach of this Agreement by Partner or if the Partner engages in unethical, fraudulent or illegal activities, or engages in any conduct that could harm Sogolytics’ reputation or business. Termination under this provision will not affect any of Sogolytics’s rights or obligations that accrued prior to the effective date of termination. Notwithstanding anything to the contrary above, in the event of termination under this provision, Sogolytics shall have the right to: (i) withhold or deny payment of any or all Commissions accrued under this provision; and/or (ii) initiate legal action for its rights and/or obligations, including but not limited to damages caused as a result of Partner’s breach of this Agreement and/or recovery of Commissions paid to the Partner.
   4. Effect of Termination. Upon termination or expiration of this Agreement for any reason or no reason: (i) the Partner shall immediately cease promoting Sogolytics’ services and sharing the Referral Link; and (ii) all licenses and permissions granted to the Partner under this Agreement will be revoked.
   5. Surviving Provisions. Sections and clauses of this Agreement that by their nature survive termination or expiry of this Agreement, shall survive such termination or expiry for the longest period permitted under applicable law.
6. Intellectual Property. Sogolytics grants the Partner a limited, non-exclusive, non-transferable, revocable license to use pre-approved marketing materials solely for referring potential customers to Sogolytics during the term of this Agreement. Sogolytics further grants the Partner a limited, non-exclusive, non-transferable, revocable license to use the Partner Portal for the purposes of this Agreement only. The Partner may not modify or create derivative works of the marketing materials or any part thereof without Sogolytics’ explicit specific prior written consent. The licenses granted under this Agreement terminate automatically upon the termination or expiry of this Agreement. Except as explicitly specified herein, Sogolytics retains all rights, title, and interest in its intellectual property, including but not limited to its name, logo, documents, software, services, technology, and marketing materials. The Partner has no right or license under this Agreement to access or use the Sogolytics’ software, services, or other intellectual property except as explicitly specified herein. Unauthorized use of Sogolytics’s intellectual property constitutes a material breach of this Agreement.
7. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SOGOLYTICS, TOGETHER WITH ALL OF ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS AND SUPPLIERS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL MONETARY COMPENSATION PAID TO THE PARTNER IN HEREUNDER FOR THE REFERRED PARTY GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR USD 5000, WHICHEVER IS LOWER. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. SOGOLYTICS’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES.
8. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL SOGOLYTICS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THIS AGREEMENT, THE PARTNER PORTAL, ITS DECISION REGARDING WHETHER A THIRD-PARTY IS A REFERRED PARTY, QUALIFIED REFERRED PARTY OR NEW CUSTOMER, ITS DECISION REGARDING WHETHER AN AGREEMENT IS A CLOSED DEAL, ANY QUALIFIED SERVICES OR ANY OTHER SERVICES PROVIDED TO ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO NEW CUSTOMERS, OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES: (1) FOR ANY LOST PROFITS, REVENUES, INCOME, EARNINGS, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, (2) FOR AN INABILITY TO USE THE SERVICE OR THE PARTNER PORTAL OR THE REFERRAL LINK, (3) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF SOGOLYTICS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF SOGOLYTICS’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9. Modifications of this Agreement. This Agreement may be modified by Sogolytics from time to time. If We do this, we will post the modified Agreement on this page and will indicate the date this Agreement was last updated. Similarly, the modified Privacy Policy, Cookie Policy and/or Anti-Spam Policy shall be posted at their respective pages, along with indications of the date on which they were last updated. Any such modifications will become effective no earlier than fourteen (14) days after they are posted, except that modifications required to provide new features without negatively affecting Your rights or modifications made to correct typographical errors or modifications made to comply with legal obligations, including but not limited to Our or Your obligations under a law, regulation, court order, or government order, will be effective immediately. You shall be responsible to review the respective pages from time to time so as to be aware of any such modifications. We may, for Our convenience only and without waiving Your obligation to periodically review the respective pages, attempt to notify You of significant modifications through the website user interface, in an email notification, or through other reasonable means. You understand and agree that Your continued access, registration or use of the Partner Portal shall be deemed to be Your acceptance of all such modifications.
10. Dispute Resolution.
    1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its own or other conflict of law principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 116). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Fairfax County, Virginia for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Fairfax County, Virginia is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
    2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SOGOLYTICS. For any dispute with Sogolytics, you agree to first contact us at support1@sogolytics.com and attempt to resolve the dispute with us informally. In the unlikely event that Sogolytics has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Fairfax County, Virginia, unless you and Sogolytics agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (a) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Sogolytics from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights, or other proprietary rights.
    3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND K12 INISGHT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
11. General Provisions.
    1. This Agreement and any policies or operating rules posted by Sogolytics on this site or in respect of this Agreement constitutes the entire agreement and understanding between the Parties, and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between the Parties, including but not limited to any prior versions of this Agreement.
    2. Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party. In this Agreement, the singular includes the plural and the plural includes the singular; headings are for convenience only, and do not affect interpretation; and references to any gender includes references to all genders.
    3. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries under this Agreement. For clarification, Referred Party, Qualified Referred Party, New Customer, Authorized Representative, and Partner’s employees, agents, representatives and contractors, are not third-party beneficiaries under this Agreement.
    4. Partner warrants that Partner: (i) is an individual acting on his or her own behalf; (ii) is above the age of eighteen (18) years or the age of majority in his or her jurisdiction; (iii) is not, and has not at any time, been sanctioned by the United States government or any part thereof, and is not and has not at any time been an officer, agent, employee or representative of an entity sanctioned by the United States government or any part thereof.
    5. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    6. Upon the occurrence of a force majeure event, the Parties agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages.
    7. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    8. Partner may not assign its rights or obligations under this Agreement without Sogolytics’s prior written consent. Sogolytics may assign: (i) its rights or obligations under this Agreement to a third-party without consent; or (ii) this Agreement in its entirety in the event of a merger, acquisition, reorganization, or sale of substantially all assets without consent.
    9. All notices, requests, and other communications under this Agreement shall be in writing and deemed duly given when sent by email or delivered by registered mail to the respective parties. Notices to Sogolytics must be sent to the addresses specified below.

Notices to Partner shall be sent to the email address provided by the Partner at the time of account creation or in the Partner Portal. Notices sent by email will be considered received if they do not result in an automated delivery failure notice.

Exhibit A: Fees