Partner Agreement

1 Introduction

This Partner Agreement ("Agreement") is entered into between LearnFlow, Inc. ("Company", "we", "our", or "us") and the entity or individual identified in the Partner Registration form ("Partner", "you", or "your"). This Agreement sets forth the terms and conditions under which the Partner will collaborate with LearnFlow to promote, distribute, or integrate with the LearnFlow online learning platform.

2 Scope of Partnership

The scope of this partnership may include one or more of the following, as specified in the Partner Registration form or a separate Statement of Work ("SOW"):

• Affiliate Marketing: Promoting LearnFlow courses via referral links and earning commissions.
• Content Integration: Embedding LearnFlow content within Partner's digital properties.
• Enterprise Licensing: Distributing LearnFlow licenses to Partner's clients or employees.
• Technology Integration: Integrating LearnFlow APIs with Partner's software systems.

3 Obligations of LearnFlow

LearnFlow agrees to:

• Provide access to the Partner Portal and necessary marketing materials.
• Maintain the availability and functionality of the Platform to the extent reasonably practicable.
• Pay commissions or fees as outlined in the SOW or pricing schedule within 30 days of the end of each billing cycle.
• Provide technical support for integration issues via the designated support channels.

4 Obligations of Partner

Partner agrees to:

• Represent LearnFlow professionally and in accordance with applicable laws and regulations.
• Not misrepresent the features, quality, or outcomes of LearnFlow's courses or services.
• Comply with all branding guidelines provided by LearnFlow.
• Protect the confidentiality of any proprietary information shared by LearnFlow.
• Ensure that any user data collected through the partnership is handled in compliance with privacy laws and LearnFlow's Data Processing Agreement.

5 Intellectual Property

All intellectual property rights in the LearnFlow Platform, courses, branding, logos, and content ("LearnFlow IP") remain the exclusive property of LearnFlow or its licensors. This Agreement grants Partner a limited, non-exclusive, non-transferable license to use LearnFlow IP solely for the purposes of fulfilling the Scope of Partnership. Partner grants LearnFlow a similar license to use Partner's branding as necessary to promote the partnership.

6 Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the term of this Agreement ("Confidential Information"). This obligation survives for a period of two (2) years following the termination of this Agreement, except for trade secrets, which shall remain confidential indefinitely.

7 Term and Termination

Term: This Agreement shall commence on the Effective Date and continue for a period of one (1) year, automatically renewing for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within fourteen (14) days of receiving notice.

Effect of Termination: Upon termination, Partner shall cease all use of LearnFlow IP, destroy or return any Confidential Information, and settle any outstanding payments due.

8 Liability and Indemnification

Limitation of Liability: Except for gross negligence or willful misconduct, neither party shall be liable for any indirect, incidental, or consequential damages. LearnFlow's total liability under this Agreement shall not exceed the total fees paid by LearnFlow to Partner in the twelve (12) months preceding the claim.

Indemnification: Partner agrees to indemnify and hold harmless LearnFlow from any claims, damages, or expenses arising out of Partner's breach of this Agreement or negligence.

9 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved through binding arbitration in San Francisco, California.

10 Contact Information

For questions regarding this Agreement, please contact our Legal Department at:

LearnFlow Legal
Email: legal@learnflow.com
Address: 123 Innovation Drive, San Francisco, CA 94105