Partner Terms

1. Overview & Definitions

• "Marketplace" means the OhMySaaS platform (ohmysaas.com) through which Partner's Products are listed and sold to Customers.
• "Product(s)" means the digital software, SaaS offerings, or other services that Partner lists on the Marketplace.
• "Customer" means an individual or entity that purchases, licenses, or acquires access to any Product through the Marketplace.
• "Promotion Agreement" means a separately executed agreement specifying deal-specific terms (pricing, revenue split, deal duration).
• "Product Listing" means all descriptions, features, capabilities, screenshots, and terms associated with a Product on the Marketplace.
• "Promotional Materials" means text, graphics, images, videos, brand assets, and other materials provided by Partner for marketing purposes.

2. Fees & Payment

2.1 Revenue Share

Partner shall provide the Product(s) to be made available to Customers on the Marketplace in exchange for a listed purchase price. OhMySaaS shall remit to Partner a portion of the purchase prices paid by Customers (the "Fees") in accordance with the applicable Promotion Agreement.

2.2 Payment Schedule

• Fees are paid monthly, within 30 days following the end of each calendar month.
• All payments are made in US Dollars (USD) via bank transfer or PayPal, as specified in your partner dashboard.
• A minimum payout threshold of $100.00 applies. Balances below this threshold are carried over to the next payment period.
• Upon termination, all earned Fees, even those below the threshold, will be paid in the final settlement.

3. Taxes

OhMySaaS may be required to charge sales tax or value-added tax (VAT) on Fees and remit such amounts to the relevant tax authority. To comply with reporting obligations, Partner agrees to:

• Provide accurate taxpayer name, taxpayer identification number (e.g., W-9 for US partners, W-8BEN for international), and any other information reasonably requested.
• Ensure such information remains accurate by updating your partner account promptly.
• If Partner fails to provide required tax information: (i) payment of Fees may be suspended; (ii) Product Listings may be suspended; and/or (iii) this Agreement may be immediately terminated.

4. Clawback & Offsets

All amounts paid or payable to Partner are subject to reduction, offset, and recovery ("Clawback") if:

• Partner breaches this Agreement or any Promotion Agreement.
• Refunds are issued to Customers for Partner's Products.
• Chargebacks or fraudulent transactions are associated with Partner's Products.

If OhMySaaS determines a Clawback is warranted, we will provide written notice detailing the amount, reasons, and any supporting documentation. Partner agrees to pay the identified amount within fourteen (14) days of receiving the notice.

5. Limited Collection Agent

Partner hereby appoints OhMySaaS as its agent for the limited purpose of receiving, holding, and settling payments for the Product(s). A Customer's payment received by OhMySaaS on behalf of Partner satisfies such Customer's obligation to make payment to Partner, regardless of whether OhMySaaS actually settles such payment to Partner. If OhMySaaS does not settle any such payments, Partner's sole recourse shall be to bring a dispute against OhMySaaS directly.

6. Partner Obligations

6.1 Information & Materials

• Partner shall complete and deliver any questionnaires, agreements, or tasks required by OhMySaaS to determine the quality and availability of Partner's Products.
• Partner shall provide Promotional Materials and grants OhMySaaS an unlimited, royalty-free, worldwide license to use, display, copy, and publish them for marketing purposes.
• Partner assumes full responsibility for the accuracy and content of all Promotional Materials and Product Listings.

6.2 Support & Maintenance

• Partner shall provide online support and maintenance to Customers, responding to support requests within 4 business days.
• Partner shall resolve each support request within 14 days to OhMySaaS's reasonable satisfaction.
• If Partner fails to meet support obligations, OhMySaaS may refund affected Customers and offset such amounts from Fees payable to Partner.
• If Partner discontinues support or the Product becomes chronically unavailable, OhMySaaS may enforce any rights under this Agreement.

6.3 Product Conformance

Partner shall ensure that Products offered through the Marketplace materially conform with the applicable Product Listing, Promotional Materials, and any other statements Partner has made about the Product.

7. Partner Restrictions

Partner shall not:

• Offer the same or substantially similar deal on another marketplace at a lower price during an active OhMySaaS promotion without prior written consent.
• Contact Customers acquired through the Marketplace with marketing unrelated to Product support without Customer consent.
• Embed tracking, surveillance, or data-harvesting tools in Products beyond what is disclosed in the Product Listing.
• Use the OhMySaaS name, logo, or branding in any manner not explicitly authorized by OhMySaaS.
• Assign, delegate, or sublicense any rights or obligations under this Agreement without prior written consent.

8. Confidential Information

• Definition: "Confidential Information" includes revenue data, Customer data, marketing strategies, deal terms, pricing, roadmaps, and any information marked as confidential by either party.
• Restrictions: Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations.
• Upon Termination: Each party shall return or destroy all Confidential Information within 30 days of termination.
• Survival: Confidentiality obligations survive termination for a period of 3 years.

9. Data Security & Privacy

• Partner is responsible for maintaining appropriate security measures to protect Customer data received through the Marketplace.
• Partner shall implement industry-standard safeguards (encryption, access controls, audit logging) to prevent unauthorized access, use, or disclosure of Customer data.
• Partner shall process Customer data only as necessary to fulfill Product obligations and in compliance with all applicable data protection laws (including GDPR, CCPA, and any other applicable regulations).
• In the event of a data breach or security incident involving Customer data, Partner shall notify OhMySaaS within 48 hours of discovery of the breach.
• OhMySaaS reserves the right to conduct reasonable security audits of Partner's systems upon 30 days' written notice.

10. Intellectual Property Rights

10.1 License to OhMySaaS

Partner grants OhMySaaS a non-exclusive, worldwide, royalty-free license to use, display, reproduce, modify, and distribute Partner's trademarks, logos, Product descriptions, and Promotional Materials solely for the purpose of marketing, promoting, and selling Partner's Products on the Marketplace.

10.2 Ownership

Partner retains all ownership rights, title, and interest in its Products and intellectual property. Nothing in this Agreement transfers ownership of any intellectual property from one party to the other.

10.3 License to Partner

OhMySaaS grants Partner a limited, non-exclusive, revocable license to use the OhMySaaS name and logo solely to identify Partner's participation in the Marketplace, subject to OhMySaaS's brand guidelines.

11. Indemnification

Partner shall indemnify, hold harmless, and defend OhMySaaS and its officers, directors, employees, agents, and affiliates against any and all losses, damages, liabilities, claims, actions, judgments, costs, or expenses (including attorneys' fees) arising from: (i) Partner's breach of this Agreement; (ii) Partner's Products (including defects, misrepresentations, or infringement); (iii) Partner's violation of any applicable law; (iv) any claim by a Customer or third party related to Partner's Products; or (v) Partner's negligence or willful misconduct.

12. Term & Termination

12.1 Term

This Agreement is effective from the date of Partner's acceptance and continues until terminated by either party.

12.2 Termination

• Either party may terminate this Agreement with 30 days' written notice.
• OhMySaaS may immediately terminate this Agreement upon written notice if Partner materially breaches this Agreement, engages in fraud, or violates applicable law.
• Upon termination, Partner's Products will be removed from the Marketplace. Existing Customer licenses remain valid per the Product Listing terms.
• Outstanding Fees will be settled within 60 days of termination, subject to any applicable Clawbacks.

12.3 Survival

Sections relating to confidentiality, indemnification, limitation of liability, intellectual property, and disputes survive termination.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT. OHMYSAAS'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Representations & Warranties

Partner represents and warrants that:

• Title: Partner owns or has valid licenses to all Products listed on the Marketplace.
• Non-Infringement: Partner's Products do not infringe any third-party intellectual property, privacy, or proprietary rights.
• Virus-Free: Products are free of viruses, malware, spyware, or other harmful code.
• Compliance: Partner complies with all applicable laws, regulations, export controls, and sanctions.
• Authority: Partner has full authority to enter into this Agreement and perform its obligations.
• Data Privacy: Partner complies with all applicable data protection laws with respect to Customer data.
• Accuracy: All information provided to OhMySaaS is accurate, complete, and current.
• Product Support: Partner will honor all product features, capabilities, and support commitments described in the Product Listing.

15. Disputes

15.1 Negotiation

The parties shall attempt to resolve any dispute arising from this Agreement through good-faith negotiation within 30 days of written notice of the dispute.

15.2 Arbitration

If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration before a single arbitrator in Dover, Delaware, following the rules of the American Arbitration Association (AAA). The arbitrator's decision shall be final and binding.

15.3 Class Action Waiver

Both parties waive the right to participate in class actions, class arbitrations, or representative actions.

15.4 Governing Law

This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to conflict of law principles.

16. General Provisions

• Entire Agreement: This Agreement, together with any applicable Promotion Agreement and the OhMySaaS Terms of Service, constitutes the entire agreement between the parties.
• Amendment: OhMySaaS may modify this Agreement upon 30 days' written notice. Continued participation after the notice period constitutes acceptance.
• Assignment: Partner may not assign this Agreement without prior written consent. OhMySaaS may assign freely.
• Notices: All notices shall be sent via email to the addresses on file or to partners@ohmysaas.com.
• Non-Disparagement: Neither party shall make false or misleading statements about the other during or after the term of this Agreement.
• Independent Contractor: Partner is an independent contractor, not an employee, agent, or joint venture partner of OhMySaaS.
• Severability: If any provision of this Agreement is found invalid, the remaining provisions shall continue in full force.
• Electronic Signatures: The digital signature provided during the partner application constitutes a legally binding electronic signature under applicable law.

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