SiteSpect Master Partner Agreement


This Master Partner Agreement (this “MPA”), and its applicable Program Addendums, and the Program Authorization, which references this MPA (together, the “Agreement”) is entered into between the Parties and contains the terms and conditions that govern your access to any provided partner resources and your participation in one or more Programs, and is a contract between SiteSpect Inc., a Delaware corporation, with offices at 275 Grove St. Auburndale, MA 02466 (“SiteSpect”), and you or the entity or organization that you represent (“Partner”) _______________. The Agreement replaces and supersedes all previous agreements and other communications (oral or written) between Partner and SiteSpect relating to the subject matter of the Agreement or the Programs. Capitalized terms not otherwise defined in this MPA shall have the respective meanings assigned to them in Section 26.

This MPA becomes binding and effective with Partner upon signature of a Program Addendum Agreement granting Partner the right to participate in a Program, unless otherwise agreed by the Parties in writing.


1. Program Authorization. Unless SiteSpect specifies otherwise in writing (with email being an acceptable form), including through a Program Authorization, the Partner is required to submit an application to join a Program and await SiteSpect's approval. SiteSpect will evaluate the Partner's suitability for the Program(s) based on the submitted information and may ask for more details, depending on the type of Program. SiteSpect maintains full discretion to approve or deny any Partner application. The terms of this MPA and any relevant Program Addendum(s) will govern the Partner’s participation in a Program. If SiteSpect gives the green light for the Partner to join a Program, both parties will sign a Program Authorization. This document will outline the range of the Partner's involvement in the specified Programs and might include geographical limitations on the Partner’s authorized activities as per the terms of the Agreement, referred to as the “Territory.”


2. Program Benefits. 

2.1. Benefits.  SiteSpect reserves the right to alter the benefits offered, modify or discontinue the Program(s), the resources available to partners, or a Partner's involvement in a Program at any time. Such changes will be made at SiteSpect's sole discretion and will be communicated to the involved parties with reasonable notice.


3. Partner Obligations and Restrictions.

3.1. Training and Certifications; Collaboration. SiteSpect may offer the Partner training aimed at enhancing the marketing and promotion of its Services before engaging in any Program(s), and will continue this training periodically. The Partner is obligated to undergo such training as SiteSpect mandates, including participation in any certification programs provided by SiteSpect. Furthermore, when SiteSpect reasonably requests, the Partner agrees to schedule meetings, either face-to-face or through online conferencing, to review the progress and status of their partnership, both before starting a Program and at intervals as needed.

3.2. Conduct. During the term of the Agreement, Partner shall conduct itself in a professional and competent manner, consistent with the Agreement. Unless separately authorized in writing by SiteSpect, including via an applicable Program Addendum, Partner shall: (i) not sell, resell, distribute, license, or sublicense the Services directly to any Lead (as defined in Section 4 of this MPA) or any other third party; (ii) refer all Leads to SiteSpect in accordance with Section 4 of this MPA; (iii) not directly or indirectly engage in any unfair, unethical, misleading, disparaging, or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of SiteSpect or its products or the Services, including making any statements, representations or depictions concerning SiteSpect or the Services, or the services that Partner provides to its own customers, that are false, misleading, deceptive, or inconsistent with the Program Content or Knowledge Base or other materials (including price lists) published or otherwise supplied by SiteSpect from time to time; (iv) not make any commitments, warranties, guarantees, or misleading statements to Leads with respect to the features or functionalities of the Services (including any technical specifications), the expected benefits of use of the Services, the pricing thereof, the origin thereof, Partner’s relationship with SiteSpect, or Partner’s duties under the Agreement; or (v) not distribute any unsolicited bulk emails (spam) mentioning or referencing SiteSpect or the Services. Except as may be expressly provided in an applicable Program Addendum(s), Partner has no authority to (a) negotiate any contract for or on behalf of SiteSpect; (b) represent itself as an agent of SiteSpect, or (c) bind SiteSpect to any contract, representation, or understanding, including those concerning SiteSpect or the Services, or any other products or services offered by SiteSpect.


4. Referral Program and Leads.

4.1 Referrals. The Partner is permitted to (i) present to SiteSpect any potential or prospective end-customer for the Services. (ii) Identify any potential opportunities to increase the use of the Services by existing end-customers, such as through larger orders or volumes, upgrading to a higher level plan, adding additional features, or moving to a higher plan type (referred to as an "Expansion"). (iii) Market and promote the Services to both Leads and potential Leads in a way that positively reflects on the Services and enhances the goodwill and reputation of SiteSpect. Each of the actions in points (i) and (ii) is considered a "Lead". The Partner’s adherence to these guidelines in Section 4 is considered as their participation in a Program, in line with the terms of the Agreement.

4.2 Lead Submission. If the Partner identifies a Lead, they are obliged to submit this Lead to SiteSpect via email or through our Lead Submission site, as specified by SiteSpect at its sole discretion, a process known as "Lead Registration." In the Lead Registration, the Partner must provide all information that SiteSpect reasonably requests, including the identity of the Lead and the anticipated scope of their purchase. However, it is important to note that the Partner will not include any Sensitive Data about prospective or actual End-Customers with SiteSpect, either in the Lead Registration or in any other context.

4.3 Lead Acceptance. SiteSpect will evaluate each Lead submitted by the Partner and communicate via email whether the Lead is accepted. For a Lead to be considered for acceptance by SiteSpect, it must fulfill the following criteria: (i) At the time of introduction to SiteSpect, the Lead shall not be an existing End-Customer of SiteSpect. In the case of Expansions, the Lead should not already be in discussions with SiteSpect about explicit Expansion proposed. (ii) A “net-new” Lead must not have been previously submitted to SiteSpect by another Partner or any other third party, nor engaged directly with SiteSpect, within the past twelve (12) months. Despite this criteria, SiteSpect retains the right to accept or reject Leads at its sole, good-faith discretion. If SiteSpect accepts a Partner submitted Lead, that Lead will then be classified as a “Commissionable Opportunity.”

4.4 Collaboration. Upon a reasonable request from SiteSpect, the Partner is expected to engage in discussions about a Commissionable Opportunity and assist SiteSpect in establishing contact with it. This assistance may involve arranging introductions, meetings, conference calls, or other forms of communication between SiteSpect and the Commissionable Opportunity. Additionally, the Partner recognizes that SiteSpect may require them to actively participate in the ongoing sales development or in finalizing the deal with a Commissionable Opportunity. It's important to note that if the Partner does not make their best efforts to comply with these requirements as outlined in Section 4.4, they will forfeit any Referral Fees and additional benefits outlined in addendums that they might be entitled to under Section 6, specifically in relation to that Commissionable Opportunity.

4.5 Definitive Agreements. SiteSpect will grant access to the Services to End-Customers who agree to the SiteSpect Service Terms. SiteSpect retains complete discretion in deciding whether to enter into a definitive agreement with any Lead. This discretion extends to all aspects of the agreement, including its terms and conditions, as well as any fees charged for the Services.


5. Referral Fee Program.

5.1 Referral Fee Calculation. If the Partner submits a Commissionable Opportunity that subsequently becomes a Referred Customer, and assuming the Partner has not issued an Objection Notice as outlined in Section 5.5, SiteSpect agrees to pay the Partner a Referral Fee. This Referral Fee is based on the Net Subscription Revenue, as detailed in the Program Guide or as otherwise communicated to the Partner by SiteSpect periodically. However, it's important to note that to be eligible to receive these Referral Fees, the Partner must have provided all necessary account, tax, and payment information that SiteSpect reasonably requests, which are collectively referred to as the “Enrollment Criteria.”

5.2 Payment. Referral Fees will be considered earned by the Partner only once SiteSpect has received both the Net Subscription Revenue and any additional revenue from the relevant Referred Customer. SiteSpect is committed to paying these earned Referral Fees to the Partner within thirty (30) days following the end of any calendar quarter during which the Referral Fees are both earned and approved by SiteSpect, in accordance with the terms of the Agreement. The deadline for this payment is referred to as the “Due Date.” All payments to the Partner will be made in U.S. dollars, unless a different arrangement is specified in writing between the Parties, which may include terms set out in a Program Authorization. It is important to note that if the Partner fails to meet any of the Enrollment Criteria within one hundred eighty (180) days following the Due Date, they will forfeit their right to receive the corresponding Referral Fees.

5.3 Taxes. If SiteSpect, its affiliates or subcontractors, or their respective employees are required to pay any taxes, or any penalties and/or interest assessed with respect to taxes, in connection with the Referral Fees paid to Partner or the activities under the Agreement, except for taxes assessable against SiteSpect based on its income, property, and employees (collectively, “Taxes”), such amounts will be deducted from the Referral Fees payable to Partner hereunder.

5.4 Maximum Referral Fee. Notwithstanding the foregoing, unless SiteSpect informs the Partner otherwise in a written communication via email, the total maximum Referral Fee that SiteSpect will pay to the Partner for a Referred Customer is capped at USD $75,000.00.

5.5 Opting Out of Referral Fees. We recognize that some Partners may choose to opt out of our Referral Fee Program to demonstrate to their own customers that their referrals are neutral and unbiased. If a Partner decides, at its own discretion, not to receive Referral Fees, it must inform SiteSpect of this decision via email. This notification should be sent to, with the subject line clearly marked as “REFERRAL FEE OPT-OUT” (referred to as the “Objection Notice”). If the Partner does not issue an Objection Notice to SiteSpect, it will automatically be considered as a participant in a Program, in line with the terms of the Agreement.


6. Demo Account. SiteSpect may provide Partner with access to the Services in furtherance of Partner’s participation in a Program (a “Demo Account”). Any Demo Account shall be restricted to Partner’s internal use solely to allow Partner to understand and demonstrate the capability of the Services and shall otherwise be subject to the Service Terms, unless otherwise agreed in writing by the Parties (the “Service Terms”). For clarity, Partner shall not submit Partner Customer Data (as defined in the Service Terms) to the Demo Account or leverage the Demo Account within their own digital property or properties.


7. Marks and Content. Each Party, acting as the "Grantor," grants permission to the other Party, known as the "Grantee," to use certain Grantor’s trademarks and content as outlined in Section 7 of their agreement. This authorization is valid for the duration of the term specified in the agreement.

7.1 Marks. The Grantee is permitted to use the Grantor's trademarks (Marks) exclusively for promoting their participation in the Partner Program and the Services. When the Partner uses SiteSpect’s Marks, they must adhere to the Branding Guidelines, and they are required to include the SiteSpect Marks, along with any necessary intellectual property notices, on all promotional materials related to the Services, including content provided by SiteSpect. The use of the Grantor’s Marks by the Grantee must align with the Agreement, and any goodwill generated from this usage will accrue solely to the Grantor. The Grantor retains the right to oversee the nature and quality of the Grantee’s use of the Grantor’s Marks. The Grantee is prohibited from: (i) Using the Grantor’s Marks in a way that: (a) Misrepresents the Grantee’s relationship with the Grantor or is otherwise misleading. (b) Negatively impacts the Grantor. (ii) Associating the Grantor’s Marks with any content that is unlawful, harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise deemed objectionable by the Grantor at its sole discretion. (iii) Adopting, using, or attempting to register any trademarks, service marks, or trade names that are confusingly similar to the Grantor’s Marks, or in a manner that creates combination marks with the Grantor’s Marks. If the Grantor, at its sole discretion, determines that the Grantee’s use of the Grantor’s Marks is not in compliance with the Agreement, the Grantee must promptly modify or cease such use as directed by the Grantor.

7.2 Content. The Grantee is authorized to reproduce and distribute the Grantor's Content with the exclusive purpose of promoting their participation in the Partner Program and the Services. However, this permission is subject to certain limitations and may be revoked at any time.. The Grantee must acknowledge that, except as explicitly allowed in this Section and any applicable Program Addendum(s), they are not permitted to: (i) Use, reproduce, sell, sublicense, distribute, or otherwise transfer any of the Grantor's Content to any third party. (ii) Modify, alter, or create derivative works from any of the Grantor's Content. This means that the Grantee's rights to use the Grantor’s Content are specifically confined to promotion-related activities within the scope defined by the Agreement and any relevant addendums.

7.3 Rights Grant. The Grantor holds the responsibility for ensuring that it possesses all the necessary rights to its Marks and Content to be able to grant the Grantee the rights outlined in Section 7 of this agreement. The Grantee must recognize that all permissions granted under this section regarding the Grantor's Marks and Content are: (i) Limited: The scope of the permissions is confined to specific purposes as defined in MPA. (ii) Revocable: The Grantor has the right to withdraw these permissions at any time. (iii) Nonexclusive: The Grantor may grant similar rights to other parties. (iv) Subject to Section 22: These permissions are bound by the terms specified in Section 22 of this agreement. (v) Non-assignable and Non-transferable: The Grantee cannot assign or transfer these rights to another party. This means the rights granted to the Grantee are specifically and narrowly defined, and they must be used within the parameters set by this agreement and the Grantor.


8. Relationship. SiteSpect and the Partner are established as independent contractors. This arrangement does not create any joint venture, agency, fiduciary, employment relationship, or partnership between them. The use of the term "partner" is solely in reference to the Partner’s participation in the designated Program(s). Each Party, along with its respective Affiliates, does not act as an agent for the other for any purpose and does not possess the authority to bind the other party in any way. The Agreement and any involvement in the Program does not establish a franchise relationship between SiteSpect and the Partner. The Partner's involvement in any Program is on a nonexclusive basis. This means that SiteSpect retains the freedom to engage in similar or identical relationships with other parties, under the same or different terms. Additionally, the Partner asserts that their agreement to and fulfillment of the terms of the Agreement do not conflict with, or breach any other contractual, fiduciary, or similar obligations or duties to which the Partner is subject. This representation ensures that the Partner's agreement with SiteSpect does not violate any pre-existing commitments.


9. Compliance with Applicable Laws. Both parties agree to adhere to all relevant laws and regulations ("Applicable Laws") in fulfilling their obligations and exercising their rights under the Agreement. This commitment includes, but is not limited to, the following stipulations:

9.1 Data Protection Laws. Both parties are obligated to comply with Applicable Data Protection Laws relevant to their operations and activities under this Agreement. The Partner bears full responsibility for issuing any legally required notices to individuals whose Personal Data it chooses to share with SiteSpect. Additionally, the Partner must obtain all necessary consents and authorizations required by Applicable Law from these individuals regarding the handling of their Personal Data.

9.2 Anti-Bribery and Anti-Corruption. Both parties are required to adhere to Applicable Laws related to anti-bribery and anti-corruption. This includes, but not limited to, compliance with the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. Each party assures that in executing any activities under this Agreement, it has not engaged in, nor will it engage in, any illegal or unethical activities such as offering or providing bribes, kickbacks, payments, gifts, or anything of value to any Government Official or to a Close Family Member of any Government Official. Furthermore, each party commits to immediately informing the other if it becomes aware of any breach of these anti-bribery and anti-corruption obligations. In response to such a notification, SiteSpect reserves the right to unilaterally terminate the Agreement immediately, without incurring any liability, if it deems such action appropriate.

9.3 Government Entities. Each party is obliged to: (i) Abide by Applicable Laws overseen by relevant Government Entities that enforce export controls and trade sanctions. This includes, but is not limited to, regulations administered by the U.S. Commerce Bureau of Industry and Security and the U.S. Treasury Office of Foreign Assets Control (“Export Laws”). These laws typically identify specific countries, entities, and individuals as “Sanctions Targets.” (ii) Refrain from directly or indirectly exporting, re-exporting, or otherwise providing any Content or Services to a Sanctions Target. They must also not engage in brokering, financing, or facilitating any transaction that would violate any Export Laws. (iii) Additionally, the Partner declares that it is not a Sanctions Target or otherwise barred from receiving any Program Content under Applicable Laws, including Export Laws. This representation ensures that the Partner is legally eligible to participate in the Program and receive its associated Content.


10. Fees. Each party is responsible for paying any fees and costs as explicitly specified in this MPA and the relevant Program Addendum(s). This means that any financial obligations each party has must align strictly with the terms and conditions laid out in these documents.


11. Ownership. Regarding intellectual property ownership between the parties: (i) The Partner holds complete ownership, which includes all rights, title, and interest, in both their trademarks (Partner’s Marks) and content (Partner Content), along with any associated Intellectual Property Rights. (ii) Similarly, SiteSpect possesses full ownership rights, title, and interest in its trademarks (SiteSpect’s Marks), Program Content, Services, the Knowledge Base content, including any and all associated Intellectual Property Rights. Except for the specific rights that are explicitly granted by one party to the other within the MPA or any Program Addendum, all other rights are retained by the party granting these rights. This clause clearly delineates the ownership of intellectual property and ensures that each party’s rights are protected and reserved, except where expressly shared through the agreement.


12. Confidentiality.

12.1 Confidential Information. "Confidential Information," as defined in this Agreement, refers to any information disclosed by one party (the "Discloser"), including its affiliates, business partners, employees, agents, or contractors, that is either explicitly marked as confidential or should reasonably be considered confidential based on the nature of the information or the circumstances of its disclosure. This Confidential Information encompasses a range of data: (i) Information related to the Discloser’s or its affiliates' technology, customers, business plans, promotional and marketing activities, finances, and/or other business aspects. This includes information accessible through SiteSpect via Partner Resources. (ii) Information from third parties that the Discloser is obligated to keep confidential. (iii) The specific terms and conditions of this Agreement itself. However, the term "Confidential Information" does not cover information that: (a) Was already known to the receiving party (the “Recipient”) prior to receiving it from the Discloser as part of the Agreement. (b) Is independently developed by the Recipient without using or referring to the Discloser’s Confidential Information. (c) Is obtained by the Recipient from a different source that does not impose a restriction on its use or disclosure. (d) Becomes publicly available without any fault or action of the Recipient. This definition establishes clear boundaries around what is considered confidential within the context of the relationship and this Agreement, protecting sensitive business information while also acknowledging the potential for information to fall outside these confidential bounds.

12.2 Use. The Recipient is obligated to: (i) Use the Discloser’s Confidential Information solely within the scope of the Agreement, and any use beyond this scope requires the prior written consent of the Discloser. (ii) Not disclose the Discloser’s Confidential Information to any third party, except to the Recipient's own employees, agents, contractors, and service providers who: (a) Are bound by non-use and non-disclosure obligations that are at least as stringent as those outlined in this Agreement. (b) Need to know the Confidential Information in order for the Recipient to exercise its rights or fulfill its obligations under this Agreement. However, there are certain exceptions. The Recipient may disclose the Discloser’s Confidential Information if such disclosure is mandated by Applicable Law or a valid and binding order from a governmental body (like a subpoena or court order). In such cases, provided it is allowed under the Applicable Law, the Recipient shall make reasonable efforts to inform the Discloser in advance, giving the Discloser the chance to intervene and seek protective orders or other appropriate remedies for its Confidential Information. In the event of a breach or a potential breach by the Recipient of these confidentiality obligations, the Discloser is entitled to seek injunctive and other equitable remedies to enforce these obligations and protect its Confidential Information.

12.3 Deletion. Upon receiving a request from the Discloser, the Recipient is required to either return or destroy all of the Discloser's Confidential Information that exists in written, electronic, or any other tangible form. This includes, but is not limited to, all copies, extracts, and derivatives of such information. Furthermore, the Discloser can request the Recipient to provide written confirmation that it has complied with these requirements as outlined in Section 12.1 of this Agreement. However, there are specific exceptions to this rule. The Recipient is allowed to retain the Discloser's Confidential Information under the following circumstances: (i) If the information is contained within electronic archives and backups that were created as part of the Recipient's routine business operations. (ii) If the Recipient is legally obligated to maintain certain records. (iii) If the Recipient needs to keep the information to demonstrate compliance with the Agreement, any Applicable Law, or regulatory requirements to the other party or any regulatory authority. It's important to note that any Confidential Information that the Recipient retains under these conditions must continue to be protected under the terms set forth in this Agreement for as long as it remains in the Recipient's possession or control.


13. Prospect Information. During the term of their agreement, both parties may share information about prospective or actual end-clients of the Services, referred to as “Prospect Information,” which can be exchanged via email or other communicative means. This Prospect Information, including any Personal Data contained within, must be treated as Confidential Information by each party, as per the stipulations in clauses (a) and (b) of Section 12.1 of this Agreement. Each party is obligated to process all Prospect Information in compliance with the Agreement and all relevant laws, including Applicable Data Protection Laws. The parties are explicitly aware that: (i) They are prohibited from selling or sharing Prospect Information with third parties. (ii) Prospect Information can only be used for the purpose of providing services as outlined in this Agreement, and for offering insights, service updates, feature announcements, and other relevant reports to end-customers. Unless specifically authorized in writing by SiteSpect, the Partner is not permitted to use any Prospect Information provided by SiteSpect for marketing its own products or services. Further emphasizing the individual responsibility outlined in Section 9.1, each party is solely responsible for any Prospect Information it chooses to share with the other. This includes the obligation to provide all necessary notices and obtain all required consents and authorizations from the individuals or entities that are the subjects of the Prospect Information.


14. Publicity. Unless explicitly allowed in this Agreement, neither Party is permitted to issue or release any announcements, statements, press releases, or other publicity or marketing materials related to this Agreement, nor use the other party's trademarks (Marks), without obtaining prior written consent from the other Party. However, there is an exception to this rule: SiteSpect retains the right to publicly acknowledge the Partner as a partner of SiteSpect in its various promotional endeavors. This includes the use of the Partner's name in promotional materials, interviews, partner lists, and other similar promotional activities, without requiring prior consent from the Partner.


15. Representations and Warranties. The Partner guarantees and affirms that: (i) It has secured and will continue to secure and uphold all necessary permits, licenses, authorizations, permissions, and certificates that may be required in any jurisdiction or by any regulatory or administrative agency, or any other relevant authority. This is essential for the legal marketing of the Services, for fulfilling its obligations, and for adhering to the terms of this Agreement. (ii) It will comply with all Applicable Laws in the execution of its duties and responsibilities under the Agreement. Additionally, both Parties—SiteSpect and the Partner—assure and pledge that they have the legal right and authority to enter into the Agreement and to carry out their respective rights and obligations as stipulated in this Agreement. This representation underscores the legal capacity and readiness of both parties to engage in and fulfill the terms of the Agreement.




17. Term and Termination.

17.1 Term. The MPA, along with any relevant Program Addendum(s), will remain in force until it is terminated in accordance with the provisions outlined within the MPA or in a Program Authorization. However, it is important to note that this MPA will automatically come to an end upon the termination of the Partner’s participation in all Programs. This duration of the MPA's validity and its conditions for termination are collectively referred to as the “Term.”

17.2 Termination. Unless specified differently in a Program Addendum, either party has the right to terminate this MPA, or any Program Addendum (along with participation in the corresponding Program), for any reason or even without a specific reason. To do so, the Partner must provide at least 30 days' prior written notice. In addition, either party may terminate the MPA, or any Program Addendum (and consequently the Partner’s participation in the applicable Program), immediately upon written notice to the other party under certain circumstances. This can occur if the other party materially breaches the MPA or the relevant Program Addendum. In cases where the breach is capable of being rectified, termination can occur if the breach remains uncorrected for 30 days following the non-breaching party providing written notice of the breach to the breaching party.

17.3 Effect of Termination. In the event that this MPA is terminated for any reason, unless explicitly stated otherwise in a Program Addendum, the following conditions will apply: (i) All rights and licenses granted under this Agreement by either Partner or SiteSpect to the other party will cease. (ii) Both parties must stop representing themselves or each other as a partner or participant in the Program. (iii) Each party must immediately stop using the other party’s trademarks (Marks), Program Content, and Demo Accounts, where applicable. (iv) If the termination is not due to a material breach by the Partner, SiteSpect is obligated to pay all Referral Fees owed to the Partner, including those that accrue after the effective date of termination. (v) Upon written request from either party, the other party is required to promptly return or destroy all Confidential Information belonging to the requesting party. These provisions ensure a clear and orderly process for winding down the relationship and obligations under the MPA following its termination.

17.4 Survival. The provisions outlined in Sections 7 through 27 of this Agreement, along with any other rights or obligations of the parties that inherently should continue beyond the termination or expiration of this Agreement, will remain in effect even after this Agreement has ended. This means that certain aspects of this Agreement are designed to persist and govern the conduct and obligations of the parties, regardless of whether the Agreement itself has concluded or been terminated. This clause ensures that essential terms, particularly those related to confidentiality, intellectual property, and any other ongoing responsibilities, maintain their validity and enforceability beyond the lifespan of the Agreement itself.


18. Indemnification.

18.1 SiteSpect Indemnification. SiteSpect commits to defend, indemnify, and hold harmless the Partner and its directors, officers, employees, representatives, and agents (together referred to as the “Partner Indemnitees”) from any and all claims, losses, damages, legal actions, fees, judgments, settlements, costs, and expenses, collectively known as “Losses.” These Losses must stem from or be related to third-party claims (“Third-Party Claims”) that allege either: (i) Gross negligence, willful misconduct, or fraudulent misrepresentation by SiteSpect. (ii) Infringement or violation of any third-party Intellectual Property Rights by the Partner Program(s) or the SiteSpect Marks, which are collectively referred to as the “Covered Materials.” SiteSpect is responsible for covering all monetary Losses incurred by the Partner Indemnitees and any damages ruled against them. However, SiteSpect is not liable for any settlements or compromises made without its explicit prior written consent. This provision ensures that the Partner is protected against certain legal and financial risks arising from their association with SiteSpect and its programs.

18.2 Indemnification Exclusions. The indemnity provided by SiteSpect under clause 18.1(ii) specifically excludes any claims that arise directly or indirectly due to the Partner's actions, specifically: (i) Unauthorized alteration of the Covered Materials by the Partner. (ii) Any use of the Covered Materials by the Partner that violates Applicable Law or the terms of this Agreement. To address any Third-Party Claim related to subsection 18.1(ii), SiteSpect may, though it is not obliged to, take one of the following actions: (a) Modify or replace the Covered Materials to eliminate the infringement issue. (b) Obtain the necessary rights from a third party to continue providing the Covered Materials. (c) Substitute the Covered Materials with non-infringing materials that are materially equivalent. If SiteSpect finds that none of these options are feasible on commercially reasonable terms, it retains the right to terminate the Agreement. EXCEPT AS MAY BE STIPULATED IN APPLICABLE PROGRAM ADDENDUM(S), SECTIONS 18.1 AND 18.2 OF THE AGREEMENT REPRESENT THE PARTNER'S SOLE AND EXCLUSIVE REMEDY, AND SITESPECT'S SOLE AND EXCLUSIVE LIABILITY, CONCERNING ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. THIS CLAUSE CLARIFIES THE EXTENT OF SITESPECT’S LIABILITY AND THE PARTNER’S RECOURSE IN SITUATIONS INVOLVING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

18.3 Partner Indemnification. The Partner agrees to defend, indemnify, and protect SiteSpect and its directors, officers, employees, representatives, and agents (together referred to as the “SiteSpect Indemnitees”) from any and all Losses that arise from or are based upon Third-Party Claims. These claims must allege one or more of the following: (i) Gross negligence, willful misconduct, or fraudulent misrepresentation by the Partner. (ii) A breach by the Partner of Section 3.2 of the Agreement. (iii) The Partner's use of Prospect Information in a manner that violates the terms of the Agreement. (iv) Any violation by the Partner of Applicable Laws. This indemnification responsibility of the Partner includes covering all legal and financial consequences resulting from such claims, ensuring that SiteSpect and its affiliated personnel are safeguarded against certain risks and liabilities that may arise due to the Partner's actions or omissions related to these specific areas.

18.4 Indemnification Procedure. For an Indemnitee (either a Partner Indemnitee or SiteSpect Indemnitee, commonly referred to as an “Indemnitee”) to properly invoke the indemnification process, they must adhere to the following procedures with the Party providing indemnification (the "Indemnifying Party"): (i) The Indemnitee must promptly notify the Indemnifying Party in writing about the Third-Party Claim. However, a failure to provide such prompt notification will not absolve the Indemnifying Party of its indemnification obligations unless this failure adversely affects the Indemnifying Party’s ability to defend against the Third-Party Claim. (ii) The Indemnifying Party will have exclusive control over the defense and settlement of the Third-Party Claim. However, if the proposed settlement requires the Indemnitee to take any action, refrain from action, or make any admission, or if it involves a payment that the Indemnifying Party will not fully satisfy, or if it does not include a complete release of claims against the Indemnitee, then the Indemnitee's prior written approval is required for such settlement. This approval must not be unreasonably withheld, conditioned, or delayed. (iii) The Indemnitee must cooperate as reasonably requested by the Indemnifying Party in the defense of the Third-Party Claim. Any costs incurred for this cooperation will be borne by the Indemnifying Party. Additionally, the Indemnitee has the option to participate in the defense of the indemnified matter with their own counsel, but at their own expense. This provision ensures a balanced approach to managing third-party claims, allowing for both parties' involvement while delineating clear responsibilities for the defense and settlement processes.




20. Notices. Subject to modifications as outlined in this section, the current contact details for notice purposes are: (a) For SiteSpect: Physical Address: 275 Grove Street, Suite 3-400. Auburndale, MA 02466, Attention: Patrick Romich, CEO. Email Address: (b) For the Partner: Physical and email addresses as specified in the Partner’s Program Authorization. Regarding the delivery of notices, demands, or consents under the Agreement, unless otherwise specified: (i) A notice will be considered adequately given if it is sent via a reputable overnight courier service and is received one business day after dispatch to the party’s physical address. (ii) If sent by registered mail, return receipt requested, to the party’s physical address, it will be considered duly given three business days after dispatch. (iii) Notices sent via email to the party’s email address will be deemed sufficiently given one business day after the email is sent. However, for indemnification claims, an email notice must be accompanied by a subsequent written notice delivered through one of the other specified methods. Either party has the right to change its contact details for notice purposes. To do so, they must inform the other party of the new address(es) following the procedures established in this section. This ensures clear and effective communication regarding important legal and contractual matters.


21. Assignment. Under the Agreement, each party is allowed to assign this Agreement in certain circumstances: (i) In the event of a merger, consolidation, or reorganization involving either party, whether as the surviving or dissolving entity. (ii) In the case of a sale of all or substantially all of a party’s business or assets related to this Agreement to an unaffiliated third party. However, for the Partner, such an assignment is conditional upon being up-to-date with all payments due to SiteSpect and meeting individual Program requirements. Additionally: SiteSpect may assign the Agreement, either in whole or in part, to an Affiliate. The Partner may assign the Agreement to an Affiliate only with SiteSpect’s prior written consent, which should not be unreasonably withheld. Other than the scenarios described above, neither Party may assign this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which also should not be unreasonably withheld. Any attempt to assign the Agreement in violation of this section will be considered void. The Agreement is legally binding and benefits both the Parties involved and their respective permitted successors and assigns. For clarity, the Partner is specifically prohibited from subcontracting or outsourcing any of its obligations under this Agreement or in its participation in the Program(s). This clause ensures that the responsibilities and rights under the Agreement are managed and transferred in a controlled and agreed-upon manner.


22. Third-Party Beneficiaries. Unless explicitly stated otherwise in a Program Addendum, this Agreement is designed exclusively for the benefit of the Parties involved (SiteSpect and the Partner) and their respective successors and permitted assignments. This means that the Agreement does not, either expressly or implicitly, grant any legal or equitable rights, benefits, or remedies to any other individual or entity. In other words, third parties who are not a part of the Agreement or are not direct successors or permitted assignments of the Parties involved have no entitlement or claim to the rights and benefits outlined in this Agreement. This clause clearly delineates the scope of this Agreement's applicability, ensuring that its benefits and obligations are confined to the Parties that have directly entered into it.


23. Force Majeure. Neither Party shall be held liable or responsible to the other, nor considered in default or breach of this Agreement, for any failure or delay in fulfilling or performing any of this Agreement's terms (with the exception of obligations related to making payments and maintaining confidentiality), when such failure or delay is due to circumstances beyond their reasonable control. These circumstances are referred to as “Force Majeure Events.” For a Force Majeure Event to be acknowledged: (i) The event must be genuinely beyond the reasonable control of the affected party. (ii) The affected Party must promptly inform the other Party, indicating the expected duration of the event's impact. (iii) The affected Party is required to exert diligent efforts to resolve the failure or delay and to reduce the effects of the Force Majeure Event as much as possible.

This clause ensures that both Parties are protected from unforeseen, uncontrollable events that would prevent them from fulfilling their contractual obligations, while also establishing expectations for communication and effort in addressing such challenges.


24. Governing Law; Venue. This Agreement, including all claims related to or arising from it, is governed, construed, and enforced according to the laws of the State of Delaware. This applies without regard to Delaware choice of law rules, except where Delaware law is in contradiction to or superseded by United States federal law. Any legal actions or proceedings that emerge under or in relation to this Agreement must be initiated exclusively in the state or federal courts located in Delaware, USA. Both Parties explicitly agree to the jurisdiction and venue of these courts. Furthermore, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This exclusion ensures that this Agreement is governed solely by the specified jurisdiction's laws, providing clarity and predictability in legal matters related to this Agreement.


25. Miscellaneous. In case of any conflict between different components of this Agreement, the order of precedence is as follows: (i) The terms of the MPA. then (ii) the terms of the applicable Program Addendum(s), then (iii) the Program Guide. This Agreement, including the MPA, can only be amended through a written document that is duly signed by authorized representatives of both parties, except as specified in Section 27. Key points to note: This Agreement is the outcome of negotiations between sophisticated commercial entities. Therefore, any rule of interpretation that suggests ambiguities should be interpreted against the drafter is waived by both parties. This Agreement supersedes any prior confidentiality or non-disclosure agreements between the parties. A Party’s failure to enforce any part of this Agreement does not constitute a waiver of that part. Any waiver of a breach of this Agreement is not effective unless it is in writing and signed by the Party against whom enforcement is sought. Such a waiver does not imply a waiver of any subsequent breach. In case any part of this Agreement is found to be invalid or unenforceable, the rest of this Agreement remains effective. The headings in the MPA and Program Addendums are for reference only and do not influence the interpretation of this Agreement. Terms such as “include,” “includes,” and “including” are assumed to be followed by “without limitation.” The word “or” is not exclusive, and references like “herein,” “hereby,” “hereto,” and “hereunder” refer to the entire Agreement. This Agreement can be executed in counterparts, each being an original, but collectively they constitute a single document. Electronic execution and delivery of the Agreement are considered legal, valid, and binding. This section clarifies the hierarchy of documents within the Agreement, the process for amendments, and other legal interpretations to ensure clear understanding and enforceability of the terms.


26. Definitions. Capitalized terms not otherwise defined in the Agreement shall have the respective meanings assigned to them in this Section 26.

“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

“Applicable Law” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under the Agreement.

“Applicable Data Protection Laws” means all Applicable Laws relating to the processing of Personal Data privacy, and data security.

“Branding Guidelines” means SiteSpect’s standard branding guidelines, as provided by SiteSpect to Partner.

“Close Family Member” means a spouse, an individual’s and a spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, first cousins, the spouse of any of these people, or any other individuals who share the same household.

“Content” means: (a) Program Content where SiteSpect is the Grantor and (b) Partner Content where Partner is the Grantor.

“End-Customer” means a SiteSpect customer that has subscribed to the Services.

“Feedback” means bug reports, suggestions or other feedback with respect to Program Content, or the Services provided by Partner to SiteSpect, exclusive of any Partner Confidential Information therein.

“Government Entity” means (a) any national, state, regional, or local government (including, in each case, any agency, department, or subdivision of such government); (b) any political party; (c) any entity or business that is owned or controlled by any of those bodies listed in subcategory (a) or (c); or (d) any international organization, such as the United Nations or the World Bank.

“Government Official” means (a) any director, officer, employee, agent, or representative (including anyone elected, nominated, or appointed to be a director, officer, employee, agent, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity; (b) any political party, political party official, or political party employee; (c) any candidate for public or political office; (d) any royal or ruling family member; or (e) any agent or representative of any of those persons listed in subcategories (a) through (d).

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Marks” means, with respect a Party as Grantor, its name and such service marks as it may make available to Grantee for limited use in accordance with Section 8.

“Net Revenue” means the fees for the Services received by SiteSpect for eligible subscriptions to the Services associated with a successfully closed Commissionable Opportunity, (i) net of any discounts, taxes payable, and subsequent refunds not due to SiteSpect’s invoicing error or breach, and (ii) not including fees for support, implementation, customization, training, consulting or other professional services, or third-party products or services.

“Partner Content” means such content (excluding software and hosted services) that Partner, at its option, makes available to SiteSpect for use by SiteSpect in accordance with Section 7 in connection with its participation in the applicable Program.

“Partner Portal” means the online portal for one or more Programs that SiteSpect makes available to Partner.

“Partner Site” means SiteSpect’s standard information site for the SiteSpect Partner Program, currently available at

“Party” means each of SiteSpect and Partner; and together the “Parties”.

“Personal Data” means information relating to an identified or identifiable natural person that is protected by Applicable Laws, including Applicable Data Protection Laws, with respect to privacy where the individual resides.

“Privacy Policy” means SiteSpect’s standard Privacy Policy, currently available at, as updated from time to time.

“Process” means to perform an operation or set of operations on data, content or information, including to submit, transmit, post, transfer, disclose, collect, record, organize, structure, store, adapt or alter; “Processing” has a correlative meaning.

“Program” means the Partner programs SiteSpect offers Partners to participate in accordance with this MPA or in applicable Program Addendum(s), as further described at the Partner Site.

“Program Addendum” means the applicable addenda to this MPA as provided at, or, such other addendum to this MPA as otherwise agreed to in writing by SiteSpect and Partner, which contains terms and conditions that govern Partner’s participation in a Program.

“Program Authorization” means the grant by SiteSpect to Partner of authority to participate in the specified Program(s) as signed by the Parties in writing and which is governed by the Agreement, unless otherwise agreed by the Parties in writing.

“Program Content” means such Program-related content (excluding software and Services) that SiteSpect may make available to Partner through the Partner Portal or otherwise for use by Partner in accordance with Section 7 in furtherance of Partner’s participation in the applicable Program(s).

“Program Guide” means the program guide made available to Partner by SiteSpect, as may be updated from time to time.

“Referral Fees” are the fees payable to Partner in accordance with Section 6 of the Agreement, and as set forth in the Program Guide, or as otherwise communicated to Partner by SiteSpect.

“Referred Customer” means a Commissionable Opportunity which has become an End-Customer (excluding trial agreements or paid evaluation periods of less than twelve (12) months) within nine (9) months from the date of SiteSpect’s designation of such Lead as a Commissionable Opportunity from Partner, unless such time period is extended by SiteSpect in writing.

“Sensitive Data" is any information that requires a heightened degree of protection under Applicable Law. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act, and special categories of data as defined in the General Data Protection Regulation.

“Service Terms” means the terms and conditions available at, unless otherwise agreed in writing by the Parties.

“Services” means the hosted services that are made available by SiteSpect online via the applicable login page and other web pages designated by SiteSpect. The term Services does not include alpha, beta or other pre-commercial releases of a SiteSpect product or service (or feature of functionality of a Service).

“Site Policies” means the Privacy Policy and SiteSpect’s standard Cookie Policy, available at

“Knowledge Base” means SiteSpect’s standard user documentation for the Services, currently available at


27. Changes to Programs and Agreement. Except as specifically outlined in any applicable Program Addendum(s), SiteSpect retains the right to alter or discontinue any Program at its sole discretion. This includes changes to the Program Guide, Program Content, the Partner Site, and the Partner Resources. Additionally, SiteSpect may modify this Master Partner Agreement (MPA) and the Program Addendums by posting revised versions either on the Partner Site or in the Partner Portal. These changes will take effect on the first day of the calendar month following the month in which the revisions were posted. However, if a Program Authorization for a specific Program specifies a fixed term of 12 months or longer, any modifications will become effective for that Program Authorization and its associated Program Addendum immediately upon the renewal of the Program Authorization, if any. If the Partner objects to the updated MPA or Addendum, the sole and exclusive remedy available to them is to either terminate the MPA (or the applicable Addendum) according to its terms or opt not to renew their current Program Authorization. This includes the cancellation of any terms set to auto-renew. It is important to note that unless otherwise agreed upon in writing by both parties, each Program Authorization and the associated Program Addendum are governed by the version of the MPA that was in effect at the time of the Program Authorization. This provision ensures that both SiteSpect and the Partner have a clear understanding of the terms and conditions that govern their relationship, including how changes to these terms can be made and the options available to the Partner should they disagree with any such changes.

To learn more or apply to become a SiteSpect partner, please visit our Partner Page.