PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and BuildPanel Inc. (“BuildPanel” or “us”) and its wholly or partially owned affiliates. It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese,” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

• “Affiliate Program”: BuildPanel’s affiliate program as outlined in this Agreement.
• “Affiliate Lead”: A prospective customer who clicks on the unique Affiliate Link provided to you through the Affiliate Tool.
• “Affiliate Link”: The unique tracking link assigned to you, which you can place on your website or promote through other channels.
• “Affiliate Policies”: The set of guidelines and policies applicable to affiliates, which we may provide to you from time to time.
• “Affiliate Tool”: The platform or tool we provide upon your acceptance into the Affiliate Program, enabling your participation in the program.
• “Agreement”: This Affiliate Program Agreement, including all referenced or linked materials.
• “Commission”: The amount specified in the Affiliate Tool (or, if applicable, in the Program Policies) that you earn for each Customer Transaction.
• “Customer”: An individual or entity that purchases or signs up for BuildPanel products after being referred through your Affiliate Link.
• “Customer Transactions”: Transactions by Affiliate Leads that qualify for a Commission, as detailed in the ‘Customer Transactions’ section of this Agreement. This may include customer purchases or signups, as further described in the Affiliate Tool.
• “Customer Data”: All information submitted or collected by the Customer via BuildPanel products, including materials provided, posted, uploaded, inputted, or submitted for public display through BuildPanel products.
• “BuildPanel Content”: All information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
• “BuildPanel Products”: Both the Subscription Service and Other Products offered by BuildPanel.
• “Program Policies Page”: The landing page where we provide the most up-to-date guidelines and policies for the Affiliate Program.
• “Other Products”: Products and services offered by BuildPanel that are not included in the Subscription Service; this includes all marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.
• “Subscription Service”: BuildPanel’s web-based sales is operated, and maintained by us, accessible via BuildPanel’s website or another designated URL, including add-on products to units. For the purposes of this Agreement, Sales does not include shipping, installation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.
• “We”, “us”, “our”, and “BuildPanel”: BuildPanel Inc.
• “You” and “Affiliate”: The party, other than BuildPanel, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not establish an exclusive relationship between you and BuildPanel. Both parties retain the right to recommend and engage with third parties offering similar products and services. This includes activities related to the design, sale, installation, implementation, and use of comparable services and products.

Affiliate Acceptance

Upon submitting your application to become a BuildPanel Affiliate, we will review your submission and notify you of your acceptance status. We may reach out for additional information or require you to complete specific requirements or certifications before acceptance. If you do not receive acceptance notification within thirty (30) days of your application, consider your application rejected.

Upon acceptance, this Agreement becomes effective and remains so until terminated as outlined herein. You must complete any enrollment criteria specified in the Program Policies Page within thirty (30) days of acceptance; failure to do so will result in immediate termination of this Agreement and your participation in the Affiliate Program.

Acceptance into the BuildPanel Affiliate Program does not guarantee acceptance into any other BuildPanel Partner Programs. To participate in other programs, you must apply through the respective application procedures.

You agree to comply with this Agreement and any applicable Program Policies at all times.

Eligibility

To qualify for a commission:

1. An Affiliate Lead must be accepted and valid as outlined in the ‘Acceptance and Validity’ section.
2. A Customer Transaction must have occurred.
3. The Customer must remain a customer during the locking period specified in the Affiliate Tool or Program Policies.

Commissions or other compensation will not be provided under the following circumstances:

• Such compensation is prohibited or limited by applicable laws or regulations.
• The Customer objects to, prohibits, or excludes such compensation from its payments to us or the Affiliate Program participant.
• The Customer has paid or will pay such commissions, referral fees, or other compensation directly to you.
• The commission was obtained through fraudulent means, misuse of the Affiliate Link, violation of any Affiliate Program Policies, misuse of the Affiliate Tool, or any other actions deemed to breach the spirit of the Affiliate Program.
• The Customer participates in any of our partner programs and is eligible to receive commission related to the Customer Transaction under any of these programs.

If you are eligible to receive a revenue share payment or commission under another program at BuildPanel, that payment amount will not change based on your participation in the Affiliate Program. For example, you will not receive the commission outlined in this Agreement for any Partner Transaction completed while participating as a partner in another program.

In competitive situations with other affiliates, we may, at our discretion, provide the commission to the affiliate we deem most eligible. We may discontinue commission payments if any of the eligibility criteria are not met at any time.

Eligibility for Commission

To qualify for a commission:

1. An Affiliate Lead must be accepted and valid as outlined in the ‘Acceptance and Validity’ section.
2. A Customer Transaction must have occurred.
3. The Customer must remain a customer during the locking period specified in the Affiliate Tool or Program Policies.

Commissions or other compensation will not be provided for transactions involving Other Products or under the following circumstances:

• Such compensation is prohibited or limited by applicable laws or regulations in your jurisdiction.
• The Customer objects to, prohibits, or excludes such compensation from its payments to us or participants in the Affiliate Program.
• The Customer has paid or will pay such commissions, referral fees, or other compensation directly to you.
• The commission payment was obtained through fraudulent means, misuse of the Affiliate Link, violation of any Affiliate Program Policies, misuse of the Affiliate Tool, or any other actions deemed to breach the spirit of the Affiliate Program.
• The Customer participates in any of our partner programs, such as the Agency Partner Program, Sales Referral Partner Program, or Sales Solutions Partner Program, and is eligible to receive commission related to the Customer Transaction under any of these programs.

If you are eligible to receive a revenue share payment or commission under another Program at BuildPanel, that payment amount will not change based on your participation in the Affiliate Program. For example, you will not receive the Commission outlined in this Agreement for any Partner Transaction completed while participating as a partner in the Solutions Partner Program.

In competitive situations with other affiliates, we may, at our discretion, provide the Commission to the affiliate we deem most eligible. We may discontinue Commission payments if any of the eligibility criteria mentioned above are not met at any time.

Acceptance and Validity of Affiliate Leads

You are eligible for a Commission payment only for Customer Transactions that originate from Affiliate Leads generated through the Affiliate Link provided to you and accepted by BuildPanel. An Affiliate Lead is considered valid and accepted if, in our reasonable determination:

1. It is a new potential customer for us.
2. At the time of submission or within the past sixty (60) days, it is not one of our pre-existing customers or involved in our active sales process.

We reserve the right to reject an Affiliate Lead at our reasonable discretion. If an Affiliate Lead does not complete a purchase within the time frame specified in the Affiliate Tool or Program Policies from their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead makes a purchase after this period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link occurs after this Agreement has expired or terminated.

Engagement with Prospects

Once we receive the Affiliate Lead information, we may choose to engage with the prospect directly, regardless of the Affiliate Lead’s validity. If an Affiliate Lead is not valid, we may retain it in our database and choose to engage with it. Any engagement between BuildPanel and an Affiliate Lead will be at BuildPanel’s discretion.

Eligibility for Commission

To qualify for a commission:

1. Valid Affiliate Lead: The lead must be accepted and deemed valid by BuildPanel.
2. Completed Customer Transaction: A sale must be finalized.
3. Active Customer Status: The customer must remain active during the specified locking period.

Commissions are not granted for transactions involving other products or under the following conditions:

• Legal Restrictions: If prohibited by applicable laws or regulations.
• Customer Objection: If the customer disallows or excludes such compensation.
• Direct Compensation: If the customer compensates you directly.
• Fraudulent Activity: If the commission is obtained through fraudulent means, misuse of affiliate links or tools, or any actions that breach the spirit of the Affiliate Program.
• Participation in Other Programs: If the customer is part of any of our partner programs and is eligible to receive commission under those programs.

If you’re eligible for a revenue share or commission under another BuildPanel program, that amount will remain unchanged based on your participation in the Affiliate Program. In competitive situations with other affiliates, BuildPanel may, at its discretion, award the commission to the affiliate deemed most eligible. Commission payments may be discontinued if any of the above eligibility criteria are not met.

Acceptance and Validity of Affiliate Leads

An Affiliate Lead is considered valid and accepted if:

1. New Potential Customer: The lead is a new potential customer.
2. No Recent Interaction: The lead has not been a pre-existing customer or involved in our active sales process in the past 60 days.

BuildPanel reserves the right to reject any Affiliate Lead at its discretion. If a lead does not result in a purchase within the specified time frame from their first click on the affiliate link, you will not be eligible for a commission, even if the purchase occurs later. Leads generated after the termination of this agreement are not considered valid.

Engagement with Prospects

Upon receiving Affiliate Lead information, BuildPanel may choose to engage with the prospect directly, regardless of the lead’s validity. If a lead is not valid, BuildPanel may retain it in its database and engage with it at its discretion.

Commission and Payment

To receive payment under this agreement, you must:

1. Agree to the Terms: Complete the agreement process through the Affiliate Tool.
2. Set Up an Account: Create an account in the Affiliate Tool as directed.
3. Provide Payment Information: Maintain a valid and up-to-date payment method in your Affiliate Tool account.
4. Complete Tax Documentation: Submit all required tax documents necessary for processing payments.

Commissions will be paid based on customers who access the BuildPanel website through your affiliate link. Payments are made automatically on the specified day of each month or when your account balance reaches a predetermined amount for the previous month’s transactions. BuildPanel reserves the right to deduct costs for any products that are returned, refunded, or associated with fraudulent activity.

By participating in the BuildPanel Affiliate Program, you agree to adhere to these terms and conditions.

Training and Support

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our vendor kit and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

BuildPanel’s Proprietary Rights.

No license to any building panels or systems is granted by this Agreement. The BuildPanel Products are protected by intellectual property laws. The BuildPanel Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the BuildPanel Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the BuildPanel Content, or the BuildPanel Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use BuildPanel Content, you must comply with our Content Usage Guidelines here. BuildPanel, the BuildPanel Design, the BuildPanel logos, and other marks that we use from time to time are our trademarks, and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates, and partners to comment on the BuildPanel Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the BuildPanel Products, without payment to you.

Customer’s Proprietary Rights.

As between you and Customer, Customer retains the right to access and use the Customer portal associated with the BuildPanel Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

Confidentiality  

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) HubSpot customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Opt Out and Unsubscribing

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

Term and Termination

Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above.

Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement.

Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision BuildPanel with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are part of the Affiliate Program on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with BuildPanel’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, and false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase BuildPanel products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases.

Indemnification

You will indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks.

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim.

You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE BUILDPANEL PRODUCTS, BUILDPANEL CONTENT, THE AFFILIATE PROGRAM, OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE BUILDPANEL PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE BUILDPANEL PRODUCTS AND THE AFFILIATE TOOL, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, BUILDPANEL SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree to the update, change, or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by the laws of the Province of British Columbia, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the BuildPanel Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the BuildPanel Products to prohibited countries or individuals or permit use of the BuildPanel Products by prohibited countries or individuals.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.

• To BuildPanel: [BuildPanel Address], Attention: General Counsel
• To you: your address as provided in our affiliate account information for you.

We may give electronic notices specific to you by email to your email address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the BuildPanel Products or dependent on any oral or written public comments made by us regarding future functionality or features of the BuildPanel Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship, and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the BuildPanel Products, our trademarks, or any other property or right of ours.

Sales by BuildPanel. This Agreement shall in no way limit our right to sell the BuildPanel Products, directly or indirectly, to any current or prospective customers.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’, and ‘General’.

Data Processing and Protection. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project, the terms set forth in the BuildPanel Business Partner Data Processing Agreement (posted at: [Insert Link]), which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the BuildPanel Business Partner DPA; (ii) as an independent controller (not as a joint controller with the other party); (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, BuildPanel shall be an independent controller of any Personal Data that it receives or shares with Affiliate.