Partner Agreement

Last Modified: June 23, 2025.

This Partner Agreement (“Agreement”) by and between JOBLYT LLC, an Arizona limited liability company with principal place of business at 2398 E Camelback Rd, STE 1020, Phoenix, AZ 85016 (“Company”) and the Partner (“Partner”) who shall be identified by an associated Order Form (“Order Form”). Company and Partner are each individually referred to as a “Party” and collectively as the “Parties”.

RECITALS

A. Company is in the business of developing and commercializing the Software (defined below).
B. Partner desires to resell the Software to its customers and potential customers upon the terms and conditions set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Defined Terms:


2. Term of Agreement: Unless otherwise noted in the associated Order Form, this Agreement shall commence as of the Effective Date and shall continue thereafter for one year (the “Initial Term”), unless sooner terminated pursuant to Section 13. Thereafter, the Initial Term shall be extended for successive one-year periods (each a  “Renewal Term”) unless either Party provides written notice of non-renewal at least 30 days prior to the end of the Initial Term or any Renewal Term (the Initial Term and any Renewal Term shall be collectively referred to as the “Term”).

3. Terms and Conditions for Partner:

4. Company’s Obligations:
5. Marketing/Advertising:Company hereby authorizes Partner to include in its marketing or product distributions, marketing materials about the Software, which Company has prepared and provided to Partner for this purpose. Partner will not alter modify or otherwise change any such material provided to it by Company. Partner may also use other marketing materials of its own to promote the Software, however, all such marketing materials must be approved in advance in writing by Company.

6. Publicity:  The Parties will jointly determine whether a press release announcing the establishment of the Parties’ relationship is warranted. The Parties further agree to reasonably cooperate as necessary to effectuate any such press release.

7. Confidentiality: If, after providing such notice and assistance as required herein, Partner remains required by law to disclose any Confidential Information, Partner shall disclose no more than that portion of the Confidential Information which, on the advice of Partner’s legal counsel, Partner is legally required to disclose and, upon Company’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

8. Non-Solicitation: During the Term of this Agreement and for a period of twelve (12) months thereafter, Partner shall not, directly or indirectly, in any manner solicit or induce for employment any person who is then in the employment of Company. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Section 8, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this Section 8.

9. Warranties:
10. Disclaimer of Warranties:  EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN SECTION 9 OF THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OR PERFORMANCE OF ANY THIRD-PARTY SERVICES OR PLATFORMS THAT INTEGRATE WITH THE SOFTWARE. PARTNER ACKNOWLEDGES THAT USE OF SUCH THIRD-PARTY SERVICES IS SUBJECT TO THOSE PROVIDERS' TERMS, AND COMPANY SHALL HAVE NO LIABILITY FOR DELAYS, OUTAGES, OR ERRORS CAUSED BY SUCH SERVICES.

11. Limitations of Liability:  EXCEPT FOR BREACHES OF  SECTIONS 3.6, 3.7, 3.13, 3.14, 3.15 7  AND  8  , NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR A PARTY’S OBLIGATIONS UNDER  SECTION 12  AND BREACHES OF   SECTIONS 3.6, 3.7, 3.13, 3.14, 3.15, 7   AND  8,  IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF PARTNER’S PAYMENT OBLIGATIONS TO COMPANY DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST DATE AN EVENT GIVING RISE TO SUCH LIABILITY OCCURRED. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT


12. Indemnification:

13. Termination:
14. Miscellaneous: