Partner Program Terms of Service

Implentio, Inc. · Oct 22, 2026

These Partner Program Terms of Service (the "Partner Terms") govern participation in the Implentio, Inc. ("Implentio") partner program (the "Program"). One set of Partner Terms applies to every partner. What each partner earns, and what a referral must achieve to earn it, is set out in that partner's individual Partner Offer.

Implentio is a software platform that helps e-commerce companies manage and reconcile their third-party logistics ("3PL") invoices and operational data through automated reconciliation, real-time alerts and data analytics (the "Implentio Products"). Partners promote the Implentio Products to prospective customers and refer them to Implentio.

1. Acceptance; Partner Offers

1.1 Acceptance. By applying to the Program, accepting these Partner Terms through the Partner Platform, or submitting any Referral, you ("Partner" or "you") agree to these Partner Terms. If you accept on behalf of a company or other entity, you represent that you have authority to bind that entity, and "Partner" means that entity. Implentio and Partner are each a "Party."

1.2 Partner Offers. Implentio will assign each Partner one or more Partner Offers. A Partner Offer states which Compensation Types apply to that Partner, the applicable rates and amounts, and any eligibility, qualification, cap, timing or other conditions. A Partner Offer may include any one or any combination of the following Compensation Types, each described in Section 5:

  1. Revenue Share: a percentage of First-Year Received Revenue from a Qualified Customer;
  1. Lead Bounty: a fixed amount for each Qualified Lead; and
  1. Audit Bounty: a fixed amount for each Completed Audit.

A Compensation Type that is not included in your Partner Offer does not apply to you. Different Partners may receive different Partner Offers, and Implentio is not obligated to offer any particular Compensation Type, rate or amount to any Partner.

1.3 Order of Precedence. Each Partner Offer is incorporated into and governed by these Partner Terms. If a Partner Offer conflicts with these Partner Terms, the Partner Offer controls only as to the Compensation Types, rates, amounts, caps, qualification criteria, Referral Window and payment conditions it expressly states. These Partner Terms control in all other respects.

2. Definitions

Capitalized terms have the meanings below or where they are first defined in these Partner Terms.

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, and, for an individual Partner, any entity that Partner owns, controls or is employed by.
  • "Audit" means the review of a prospective customer's 3PL invoices, fees or operational data that Implentio performs for prospective customers, as further described in the applicable Partner Offer.
  • "Completed Audit" means an Audit that (i) is performed for a Qualified Lead referred by Partner; (ii) is performed using the invoices or data the Qualified Lead provides to Implentio; (iii) has its results delivered by Implentio to the Qualified Lead, in writing or on a results call; and (iv) meets any additional criteria stated in the Partner Offer. An Audit that Implentio cannot complete because the Referral does not provide the required data, withdraws, or stops responding is not a Completed Audit.
  • "Compensation" means all Revenue Share, Lead Bounties, Audit Bounties and any other amounts payable to Partner under a Partner Offer. Each of those is a "Compensation Type."
  • "Eligible Referral" means a Referral that meets all of the conditions in Section 6.2.
  • "First Year" means the first twelve (12) months of a Qualified Customer's paid subscription to the Implentio Products, measured from the date of its first payment to Implentio.
  • "Lead Qualification Criteria" means the criteria stated in the Partner Offer that a Referral must meet to be a Qualified Lead. If a Partner Offer includes a Lead Bounty but states no Lead Qualification Criteria, a Referral meets the Lead Qualification Criteria when (i) it is an e-commerce business that uses one or more 3PL providers, and (ii) a decision-maker for that business attends an introductory call with Implentio.
  • "Partner Offer" means the compensation terms Implentio makes available to Partner, whether presented in the Partner Platform or otherwise in writing by Implentio (including by email), as updated under Section 5.6.
  • "Partner Platform" means PartnerStack or any successor partner-management platform that Implentio designates for the Program.
  • "Qualified Customer" means an Eligible Referral that, within the Referral Window, (i) accepts the Customer Terms, (ii) purchases a paid Implentio subscription plan, and (iii) makes at least one payment to Implentio for the Implentio Products.
  • "Qualified Lead" means an Eligible Referral that meets the Lead Qualification Criteria within the Referral Window, as confirmed by Implentio.
  • "Received Revenue" means subscription fees for the Implentio Products that Implentio actually receives in cleared funds from a Qualified Customer and that are invoiced for, and attributable to, that Qualified Customer's First Year, net of any discounts, credits, refunds and chargebacks. Received Revenue excludes (i) sales, use, value-added and similar taxes; (ii) one-time implementation, onboarding, setup, training and professional services fees; (iii) fees for Audits; and (iv) pass-through charges, expense reimbursements and late fees. Amounts invoiced, billed or accrued but not yet paid, and amounts later refunded, credited or charged back, are not Received Revenue.
  • "Referral" means a prospective Implentio customer that Partner refers to Implentio under Section 6.1.
  • "Referral Window" means the period stated in the Partner Offer or, if none is stated, six (6) months after Implentio receives the Referral.

3. Eligibility and Enrollment

3.1 Application. Partner must apply to the Program through the Partner Platform or another method Implentio specifies. Implentio may accept or reject any application in its sole discretion. Partner must be at least 18 years old and must provide accurate, complete and current information, including payment and tax information, and keep it up to date.

3.2 Partner Platform. Partner's use of the Partner Platform is also subject to the Partner Platform's own terms and policies. Implentio is not responsible for the operation or availability of the Partner Platform, or for payment delays caused by it.

3.3 Program Rules. Partner shall comply with these Partner Terms, its Partner Offer, and any reasonable written Program rules and guidelines that Implentio communicates from time to time (including via the Partner Platform or email). No Program rule will reduce Compensation already earned before the rule is communicated.

4. Partner Obligations

4.1 Promotion. Partner shall promote the Implentio Products diligently, professionally and in good faith, using the Licensed Marks and Marketing Materials in compliance with these Partner Terms. Partner is not authorized to resell, distribute, sublicense or provide access to the Implentio Products.

4.2 Prohibited Activities. Partner shall not:

  1. associate the Marketing Materials with content that is unlawful, harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory or otherwise objectionable in Implentio's sole discretion;
  1. send unsolicited electronic messages to multiple unrelated recipients ("Spamming"), or engage in any other mass electronic communication prohibited by law;
  1. offer or give any Referral a payment, discount, rebate or other incentive to engage with Implentio, request an Audit, or purchase the Implentio Products, unless Implentio approves it in writing;
  1. submit Referrals that Partner knows or should know are fictitious, duplicated, or submitted without the Referral's knowledge, or otherwise attempt to generate Compensation through fraud, misrepresentation or artificial means;
  1. refer itself or its Affiliates, or refer any business for which Partner is acting as an employee or decision-maker; or
  1. bid on the Licensed Marks, or terms confusingly similar to them, in paid search or social advertising, or register domain names containing them, unless Implentio approves it in writing.

4.3 No Authority; Representations. Partner has no authority to, and shall not, (i) make any representation, warranty, guarantee or commitment about the Implentio Products, including pricing, features, performance, Audit findings or savings, other than as stated in Marketing Materials provided or approved in writing by Implentio; or (ii) negotiate, execute or accept any agreement on Implentio's behalf.

4.4 Disclosure; Referral Data. Where Partner provides advisory, consulting, fulfillment or other services to a Referral, Partner shall disclose to that Referral, before making the referral, that Partner may receive compensation from Implentio in connection with it. Partner shall comply with all disclosure requirements under applicable law, including the U.S. Federal Trade Commission's endorsement guides where they apply. Partner represents and warrants that, for each Referral it submits, it has provided all notices and obtained all consents required under applicable law (including privacy, data protection and anti-spam laws) to share the Referral's contact information with Implentio and for Implentio to contact the Referral.

4.5 Customer Relationships. During and after Partner's participation in the Program, Implentio is the exclusive owner of all relationships created through Partner between Implentio and Referrals, including all information identifying Referrals who contract with Implentio. The Customer Terms, the Privacy Policy, and Implentio's rules and procedures apply to Referrals and may be changed by Implentio without notice to Partner. Implentio is solely responsible for the sales process with Referrals and has sole discretion over the pricing, discounts and terms offered to any Referral, and over whether, when and how to perform any Audit. Partner shall accurately convey to Referrals the nature of their relationship with Implentio.

4.6 Costs. Except for Compensation payable under Section 5, Partner bears all of its own costs and expenses incurred in connection with the Program.

5. Compensation

5.1 Overview. Partner earns only the Compensation Types included in its Partner Offer, at the rates and amounts stated there. The table below summarizes each Compensation Type; Sections 5.2 to 5.4 govern.

  • Revenue Share: Earned when: Implentio receives Received Revenue from a Qualified Customer during its First Year. Amount (set in Partner Offer): A percentage of that Received Revenue.
  • Lead Bounty: Earned when: Implentio confirms a Referral is a Qualified Lead. Amount (set in Partner Offer): A fixed dollar amount per Qualified Lead.
  • Audit Bounty: Earned when: Implentio delivers a Completed Audit to a Qualified Lead. Amount (set in Partner Offer): A fixed dollar amount per Completed Audit.

5.2 Revenue Share. If Partner's Partner Offer includes a Revenue Share, Implentio will pay Partner the percentage stated in the Partner Offer of all Received Revenue from each Qualified Customer referred by Partner. Revenue Share is earned only when, and only to the extent that, the corresponding Received Revenue is actually received by Implentio. No Revenue Share is payable on amounts received for any period after the First Year, regardless of the length of the Qualified Customer's contract term or any renewal, upgrade or expansion.

5.3 Lead Bounty. If Partner's Partner Offer includes a Lead Bounty, Implentio will pay Partner the fixed amount stated in the Partner Offer for each Qualified Lead referred by Partner. A Lead Bounty is earned when Implentio confirms, in its reasonable discretion, that the Referral meets the Lead Qualification Criteria. A Lead Bounty does not require the Referral to request an Audit or purchase the Implentio Products. No more than one Lead Bounty is payable for any single business, including its Affiliates.

5.4 Audit Bounty. If Partner's Partner Offer includes an Audit Bounty, Implentio will pay Partner the fixed amount stated in the Partner Offer for each Completed Audit. An Audit Bounty is earned when Implentio delivers the Audit results to the Qualified Lead. Unless the Partner Offer states otherwise, an Audit Bounty is payable only for a Referral that is a Qualified Lead, whether or not the Partner Offer also includes a Lead Bounty. No more than one Audit Bounty is payable for any single business, including its Affiliates, regardless of how many Audits Implentio performs for it.

5.5 Combined Compensation Types. Unless the Partner Offer states otherwise, where a Partner Offer includes more than one Compensation Type, a single Eligible Referral may earn each included Compensation Type once it meets the conditions for that type. A Partner Offer may provide that a Compensation Type is credited against another, is subject to a cap per Referral, per period or in total, or applies only to Referrals of a specified type, size or source. Bounty amounts are stated in U.S. dollars unless the Partner Offer states otherwise.

5.6 Changes to Partner Offers. Implentio may change or replace Partner's Partner Offer by giving Partner at least thirty (30) days' notice through the Partner Platform or by email, or with less notice where the change only increases Partner's Compensation. A change applies only to Referrals that Implentio receives after the change takes effect. Each Referral submitted before the change remains governed by the Partner Offer in effect when Implentio received it, and no change reduces Compensation already earned.

5.7 No Other Compensation. Compensation under the Partner Offer is Partner's sole compensation in connection with the Program. Implentio has no obligation to pay Compensation on any Referral that does not meet all applicable conditions, and Implentio's decision not to accept a Referral as a customer, not to perform an Audit, or to change or discontinue any Implentio Product does not give rise to any Compensation or claim.

6. Referrals and Attribution

6.1 Submitting Referrals. Partner shall submit each Referral through the Partner Platform, using Partner's unique referral link or the Partner Platform's referral or lead-submission form, or by another method Implentio specifies in writing. Each Referral submitted by form or email must include, at a minimum, the contact's first and last name, email address, phone number and title, and the Referral's company name.

6.2 Eligible Referrals. A Referral is an Eligible Referral only if:

  1. Implentio receives it while Partner is participating in the Program, in accordance with Section 6.1;
  1. Implentio has no prior record of it in connection with the Implentio Products, and at the time referred it is not a current or former Implentio customer, not in any contractual relationship or ongoing negotiations with Implentio, and not already in Implentio's active sales pipeline;
  1. it is not Partner or an Affiliate of Partner;
  1. it engages with Implentio of its own accord and without any incentive from Partner prohibited by Section 4.2;
  1. it is not rejected by Implentio in Implentio's sole discretion; and
  1. it meets any additional eligibility conditions stated in the Partner Offer.

6.3 Attribution. If more than one partner refers the same Referral, only the partner whose complete Referral Implentio received first is eligible for Compensation on that Referral, unless Implentio determines in good faith that another partner's referral was the primary cause of the Referral's engagement. Implentio's records and the Partner Platform's tracking records are determinative, absent manifest error, as to whether and when a Referral was received, whether Implentio had a prior record of or relationship with a Referral, and whether a Referral has become a Qualified Lead, a Qualified Customer or the subject of a Completed Audit.

7. Payment, Reporting and Taxes

7.1 Invoicing and Collection. Implentio is solely responsible for invoicing and collecting all fees from its customers.

7.2 Approval and Payment. Implentio will review and approve earned Compensation within thirty (30) days after the end of the calendar month in which it is earned, and Compensation is paid through the Partner Platform on the Partner Platform's payout schedule. Implentio may instead pay Partner directly by a method Implentio designates. Implentio may withhold payment until Partner has delivered a completed IRS Form W-9 or W-8 (or applicable equivalent) and valid payment instructions, and may hold balances below any minimum payout threshold stated in the Partner Offer or set by the Partner Platform until the threshold is met.

7.3 Refunds, Reversals and Offset. If any Received Revenue on which Revenue Share has been paid is later refunded, credited or charged back, the corresponding Revenue Share is reversed. If, within ninety (90) days after paying a Lead Bounty or Audit Bounty, Implentio reasonably determines that the Referral did not meet the applicable conditions (including because it was duplicated, fictitious, ineligible or obtained in breach of these Partner Terms), the Bounty is reversed. Implentio may offset any reversed amount against Compensation subsequently payable to Partner. If no Compensation is payable within ninety (90) days after the reversal, Partner shall repay the reversed amount within thirty (30) days after Implentio's written request.

7.4 Reports and Disputes. Partner may view its Referrals and Compensation through the Partner Platform, or Implentio will otherwise provide a periodic summary. Implentio is not required to disclose the names or other personal information of Referrals or customers. Compensation shown as approved or paid is final unless Partner notifies Implentio in writing of a good-faith dispute, with reasonable supporting detail, within sixty (60) days after it is shown.

7.5 Taxes. Partner is responsible for all taxes, duties, governmental charges and similar charges levied on Compensation (other than taxes on Implentio's net income), and shall indemnify, defend and hold Implentio harmless from any claims arising out of them. Implentio or the Partner Platform may withhold taxes where required by law.

8. License and Intellectual Property

8.1 License. Subject to these Partner Terms, Implentio grants Partner, while Partner participates in the Program, a free, non-exclusive, non-transferable, non-sublicensable and revocable license to (i) promote the Implentio Products to prospective customers and refer them to Implentio, and (ii) use the Implentio trademarks, logos and URLs provided by Implentio (the "Licensed Marks"), together with any materials, language or code provided or approved in writing by Implentio (with the Licensed Marks, the "Marketing Materials"), solely to promote the Implentio Products. Implentio may revoke this license, in whole or in part, at any time by written notice (including via email or the Partner Platform).

8.2 Use of Licensed Marks. Partner shall use the Licensed Marks only in the form approved by Implentio and in accordance with Implentio's trademark guidelines, specifications and reasonable instructions as to form, content and display. Partner shall not modify any Licensed Marks or substantially modify other Marketing Materials contrary to Implentio's reasonable instructions. Implentio may review any Marketing Materials used by Partner and may require their removal or amendment at any time.

8.3 Ownership. All intellectual property rights in Implentio, the Implentio Products and related content and technology worldwide, including trademarks, trade names, logos, patents, copyrights, domain names and derivative rights ("Implentio IP Rights"), are and will remain the exclusive property of Implentio and its Affiliates. Partner shall (i) not use any Implentio IP Rights except as expressly permitted by these Partner Terms; (ii) not contest or impair any Implentio IP Rights; (iii) not create, register or obtain any trademarks, trade names, logos, domain names or social media handles identical or substantially similar to any Implentio IP Rights; and (iv) promptly notify Implentio of any unauthorized use of Implentio IP Rights of which Partner has actual knowledge.

8.4 Partner Materials. Partner is solely responsible for its operations under the Program, including the legality of its operations and of the materials it creates and uses. Except for a claim alleging that a Licensed Mark, used by Partner in the form provided by Implentio and in accordance with these Partner Terms, infringes a third party's trademark rights, Implentio is not responsible for the development, operation or content of Partner's websites or materials.

9. Confidentiality

"Confidential Information" means all non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Program that is designated as confidential or that a reasonable person would understand to be confidential, including pricing, discounts, product plans, Audit methods and results, the terms of Partner's Partner Offer, and Referrals' information. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Recipient; (ii) was known to the Recipient without restriction before receipt from the Discloser; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.

The Recipient shall use the Discloser's Confidential Information solely to perform under these Partner Terms, shall not disclose it except to its employees and contractors who need to know it and are bound by confidentiality obligations at least as protective as this Section, and shall protect it with at least reasonable care. The Recipient may disclose Confidential Information to the extent required by law, after giving the Discloser prompt notice (where legally permitted) and reasonable cooperation in seeking protective treatment. On termination, or on the Discloser's request, the Recipient shall promptly return or destroy the Discloser's Confidential Information.

These obligations continue during Partner's participation in the Program and for three (3) years afterward, and for trade secrets, for as long as they remain trade secrets under applicable law. A breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching Party may seek injunctive relief without posting a bond.

10. Term and Termination

10.1 Term. These Partner Terms apply from Partner's acceptance until terminated under this Section 10.

10.2 Without Cause. Either Party may terminate Partner's participation in the Program at any time, for any or no reason, by giving ten (10) days' prior written notice to the other Party (including via email or the Partner Platform).

10.3 For Cause. Either Party may terminate by written notice if the other Party materially breaches these Partner Terms and fails to cure the breach within thirty (30) days after receiving written notice describing it.

10.4 Immediate Termination by Implentio. Implentio may terminate immediately on written notice if Partner (i) engages in fraud or misrepresentation, or in any activity prohibited by Section 4.2; (ii) uses the Licensed Marks or Marketing Materials in breach of these Partner Terms; (iii) breaches Section 4.3, 4.4, 8, 9, 11.1 or 13.4; or (iv) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding.

10.5 Effect of Termination. On termination for any reason, the license in Section 8.1 ends, Partner shall immediately stop using the Licensed Marks and Marketing Materials, and Partner is entitled to no Compensation except as follows:

  1. Revenue Share. If termination is not by Implentio under Section 10.3 or 10.4, Partner remains entitled to Revenue Share on Received Revenue that Implentio actually receives, for the remainder of the First Year, from any Referral that became a Qualified Customer before the termination date, provided Partner continues to comply with Sections 4.3, 4.4, 8, 9, 11.1 and 13.4.
  1. Bounties. If termination is not by Implentio under Section 10.3 or 10.4, Implentio will pay any Lead Bounty or Audit Bounty earned before the termination date.
  1. No later Compensation. No Compensation is payable for any Referral that becomes a Qualified Lead or a Qualified Customer, or for any Audit that becomes a Completed Audit, after the termination date.
  1. Termination for cause. If Implentio terminates under Section 10.3 or 10.4, Partner is not entitled to Compensation earned after the termination date, and Implentio may withhold any unpaid Compensation attributable to Referrals connected with the conduct giving rise to the termination.

10.6 Survival. Sections 4.5, 7 (to the extent Compensation remains payable), 8.3, 8.4, 9, 10.5, 10.6, 11, 12 and 13 survive termination.

11. Compliance, Disclaimers, Liability and Indemnification

11.1 Compliance; Non-Disparagement. Each Party shall comply with all applicable laws and regulations in connection with the Program, and Partner shall comply with the Privacy Policy in all matters involving Referrals' information. During and after its participation in the Program, Partner shall not do anything that might reasonably be expected to damage the business, interests or reputation of Implentio, and shall not make or publish, or allow to be made or published, any disparaging remarks concerning Implentio, the Implentio Products or Implentio's representatives.

11.2 Disclaimer. Except as expressly stated in these Partner Terms, Implentio makes no warranties, express or implied, of any kind, and expressly disclaims all warranties and conditions, including any implied warranty of merchantability, fitness for a particular purpose, availability, security, title or non-infringement, with respect to the Program, the Partner Platform and the Implentio Products. Implentio does not guarantee any level of Compensation or any outcome of any Audit.

11.3 Limitation of Liability. In no event will Implentio or any of its officers, directors, employees or other representatives be liable to Partner or any third party, under or in connection with these Partner Terms or their termination, whether in contract, tort or otherwise, for any (i) loss of revenues, profits, contracts, business or anticipated savings; (ii) loss of goodwill or reputation; or (iii) special, indirect, incidental, statutory, punitive or consequential losses or damages, including those caused by interruption of operations. Implentio's total aggregate liability to Partner for all claims arising under or in connection with these Partner Terms will not exceed the total Compensation paid and payable to Partner during the twelve (12) months preceding the event giving rise to the claim. Nothing in this Section limits Implentio's obligation to pay Compensation that is due and payable under Section 5.

11.4 Indemnification. Partner shall indemnify, defend and hold harmless Implentio and its subsidiaries, Affiliates, officers, directors and employees (the "Implentio Indemnified Parties") from and against all costs, liabilities, losses and expenses (including reasonable attorneys' fees) resulting from any third-party claim, suit, action, demand or proceeding against an Implentio Indemnified Party arising from (i) Partner's breach of these Partner Terms or its Partner Offer; (ii) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; (iii) any failure by Partner or its employees, agents, contractors or invitees to comply with applicable law; (iv) any representation, warranty or commitment by Partner about the Implentio Products not authorized under these Partner Terms; or (v) the development, operation, content or maintenance of Partner's websites and materials, except for a claim described in the exception in Section 8.4. Implentio shall give Partner prompt written notice of any such claim (any delay relieves Partner of its obligations only to the extent Partner is materially prejudiced), and Implentio may participate in the defense with counsel of its choosing at its own expense. Partner shall not settle any claim in a manner that imposes any obligation or admission on an Implentio Indemnified Party without Implentio's prior written consent.

12. Governing Law and Dispute Resolution

12.1 Governing Law. These Partner Terms are governed by the laws of the State of California, without regard to its conflict of laws principles.

12.2 Informal Resolution. Before starting any arbitration or legal action arising under or relating to these Partner Terms, a Party shall give the other Party written notice of the dispute, and the Parties shall negotiate in good faith to resolve it for ten (10) business days after receipt of that notice.

12.3 Arbitration. Except as provided in Section 12.5, any controversy or claim arising out of or relating to these Partner Terms, any Partner Offer or the Program, or their breach, will be settled by confidential, binding arbitration conducted in English in Los Angeles County, California, before a single arbitrator with substantial experience in complex commercial contract disputes, administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS") under its Streamlined Arbitration Rules & Procedures then in effect (or, where JAMS requires, its Comprehensive Arbitration Rules & Procedures). The arbitrator will apply California law to the merits, without reference to conflict of laws rules, and may award any remedy available at law or in equity, subject to Section 11.3. Judgment on the award may be entered in any court having jurisdiction. The prevailing party, as determined by the arbitrator on the major disputed issues, is entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys' fees, whether or not the controversy is reduced to an award or judgment.

12.4 Individual Claims Only. Each Party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one partner.

12.5 Equitable Relief. Either Party may seek injunctive or other equitable relief in the state or federal courts located in Los Angeles County, California, and each Party consents to the jurisdiction of those courts for that purpose.

13. General

13.1 Changes to these Partner Terms. Implentio may modify these Partner Terms by posting an updated version and giving Partner at least thirty (30) days' notice through the Partner Platform or by email. Modifications apply prospectively only and will not reduce Compensation earned before they take effect. If Partner objects to a modification, Partner may terminate by written notice before it takes effect, and that termination will be treated as a termination without cause under Section 10.2. Partner's continued participation in the Program after a modification takes effect constitutes acceptance of it. Changes to Partner Offers are governed by Section 5.6.

13.2 Assignment. Implentio may assign these Partner Terms without Partner's consent. Partner may not assign or transfer its rights or obligations under these Partner Terms, whether voluntarily, by operation of law or through a change of control, without Implentio's prior written consent, which will not be unreasonably withheld. Any purported assignment in violation of this Section is void.

13.3 Independent Contractors. The Parties are independent contractors. Nothing in these Partner Terms creates any joint venture, partnership, agency, franchise, sales representative, employment or other relationship between the Parties, and Partner is expressly precluded from acting on Implentio's behalf. Partner's display of the Licensed Marks, its other content, and its communications with third parties shall not misrepresent the Parties' relationship.

13.4 Non-Solicitation. During Partner's participation in the Program and for one (1) year afterward, neither Party shall, directly or indirectly, solicit any employee of the other Party with whom it had contact in connection with the Program to leave that employment. General solicitations not targeted at the other Party's employees, such as public job postings, do not violate this Section.

13.5 Force Majeure. Neither Party is obliged to perform its obligations under these Partner Terms (other than payment obligations) to the extent prevented by events beyond its reasonable control, such as acts of God, acts of government, natural disasters, epidemics, strikes or riots, failures of internet or hosting infrastructure, improper performance by Implentio's suppliers (including the Partner Platform), and defects in third-party materials or software. If such an event lasts more than thirty (30) days, either Party may terminate on written notice.

13.6 No Waiver. A Party's failure to enforce strict performance of any provision does not waive its right to enforce that provision or any other provision later.

13.7 Entire Agreement; Severability. These Partner Terms, together with Partner's Partner Offer, the Customer Terms and Privacy Policy (to the extent referenced here), and any Program rules communicated under Section 3.3, are the entire agreement between the Parties regarding the Program and supersede all prior or contemporaneous agreements and understandings on that subject. If any provision is held invalid or unenforceable, it is ineffective only to that extent, and the remaining provisions remain in full force.

13.8 Notices. Implentio may give notices to Partner by email to the address associated with Partner's account or through the Partner Platform. Partner shall give notices to Implentio by email to partners@implentio.com, with a copy by nationally recognized overnight courier to the address in Section 14 for any notice of breach, termination or dispute. Email notices are deemed received on the next business day after sending unless the sender receives an automated notice of non-delivery; courier notices are deemed received on delivery.

14. Contact

Questions about the Program or these Partner Terms can be sent to partners@implentio.com or to Implentio, Inc., 11150 W Olympic Blvd Suite 1050 #508, Los Angeles, CA 90064.