PLEASE READ THIS PARTNER PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (Company) and us (FL3XX). It describes how we shall work together and other aspects of our business relationship. It is a legal document but we have tried to make it as readable as possible. These terms are so important though that we cannot have you take part in our Partner Program unless you agree to them. By taking part in our Partner Program, you are agreeing to these terms and agree to and accept the following: our Developer Terms, our Developer Policy, and our Business Partner Data Protection Agreement (DPA). If there's a conflict between the Developer Terms and this Partner Program Agreement, this Partner Program Agreement shall control.
- "Agreement" means this Partner Program Agreement and all materials referred to or linked to in here.
- “API” means Application Programming Interface, which connects some of FL3XX’s Products with some of Company’s Product(s).
- “Company Product(s)” means your Solution (as defined in the Developer Terms) and your products and services.
- “Customer” means the authorized actual user of the FL3XX Services.
- “FL3XX API” means the universal Application Programming Interface provided by FL3XX GmbH as described at https://developer.fl3xx.com/reference.
- "FL3XX Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our products and services.
- “FL3XX Products” means all of our web-based inbound marketing and sales applications, tools, and platforms.
- “Integrations Ecosystem” refers to FL3XX’s Integrations Ecosystem located at https://www.FL3XX.com/integrations/.
- “Installs” means an activated integration between a Company Product and FL3XX Customers.
- “Launch date” means the date that the first production environment token is issued to the Company, thereby considering that the integration is launched.
- “Partner Program” means the FL3XX Partner Program as described in this Agreement.
- “Premium Partner” means an entity that has entered into a closer relationship with FL3XX GmbH according to the articles of this agreement.
- “Private Integrator” means an entity or individual which has completed its Installs according to the requirements and conditions of this agreement, and whose Company Product is of private nature, i.e. built for and/or by a specific Customer exclusively for its own use and purpose.
- “Program Participant(s)” or “Program Partners” means participants in the Partner Program, including the Company.
- “Program Policies” means the policies applicable to Program Participants, including the FL3XX Developer Policy, as in effect from time to time, which we will publish at www.FL3XX.com.
- "We", "us", “our”, and “FL3XX” means FL3XX GmbH.
- “You” and “Company” means the party, other than FL3XX, entering into this Agreement and participating in the Partner Program.
Once you have submitted your application request at integrations@FL3XX.com to join the Partner Program, we will review your application and let you know whether you have been accepted or not. Before we accept an application, we may reach out to review your application with you. We may require that you complete certain requirements (besides those listed), questionnaires, assessments, or certification(s) before we accept your application, or at any time afterwards. If we do not let you know that you are accepted to take part in the Partner Program within sixty (60) days from your application, your application is considered to be rejected.
If you are accepted into the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement, of our Developer Terms, Developer Policy, and our Business Partner DPA shall apply in full force and effect until terminated, per the terms set forth below.
The Partner Program includes two tiers of Program Participants: (1) Private Integrators, and (2) Certified Integrators. If you are accepted we will specify your initial tier at the time of your acceptance. The Program Policies may include criteria and/or requirements that you must complete in order to qualify for a certain Program Partners Participant tier. We may adjust your tier based on your completion of the criteria we make available to you (whether in this Agreement or communicated elsewhere).
Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use your Products, solely for (i) testing and certifying interoperability between your Products and the FL3XX Products, and (ii) providing maintenance support to our Customers. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce your Products to human-readable form, (b) sell, lease, transfer or sublicense your Products to any third party, (c) disclose or otherwise provide all or any portion of your Products to any person, (d) use your Products or any component thereof in a business production mode. Title to and ownership of your Products, and all patents, copyrights, and property rights applicable thereto, shall at all times remain solely and exclusively with you.
If we build a connection to your Product(s) via your API, we expect your cooperative support to accomplish the implementation process quickly and smoothly.
If you build a connection of your Product(s) to FL3XX Products via our “FL3XX API”, we (i) will provide you with our API documentation and access to our test environment (sandbox). Such access will be on a “least privilege” basis, restricted to the intended use of the integration (ii) We may provide minimum implementation support up to a maximum of two hours in total (e-mail, phone, or videoconferencing), if not otherwise agreed in writing.
Additional implementation support and guidance may be provided upon our discretion and is usually charged based on man hours (man days). Subject to a specific agreement, case by case. Ask integrations@FL3XX.com.
If we build a connection to your Product(s) via your API, we will conduct a final functional test together with you to ensure the quality and security of our Installs at the end of the implementation project.
If you build a connection of your Product(s) to FL3XX Products via our “FL3XX API”, we will always review the operation of your Products to determine, in our good faith discretion, whether there is sufficient and meaningful interoperability between your Products and the FL3XX Products, adhering to our standards, and whether your Products meet the security standards as described in our Developer Policy. We make suggestions and/or recommendations to you to modify your Products to help assure the interoperability and/or security, you will either implement such suggestions and/or recommendations or terminate your participation in the Partner Program.
We may provide you, at any time, with questionnaires, assessments, or surveys regarding your Product(s). Failure to respond or complete questionnaires or surveys may result in termination of your participation in the Partner Program. Based on your answers, we make suggestions and/or recommendations to you to modify your Products, you will either implement such suggestions and/or recommendations or terminate your participation in the Partner Program.
We reserve the right to modify, cancel, and/or charge for the FL3XX Products, and you reserve the right to modify, cancel, and/or charge for your Products, as each party sees fit, including new releases or updates (each, a "Modification"). Each party agrees to give the other party access to, or, as applicable, copies of all such Modifications that impact the interoperability between your Products and the FL3XX Products, free of charge for interoperation testing only, during the term of this Agreement. If any Modification impacts compliance with our security requirements or interoperability between one of your Products and the FL3XX Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of your Product interoperating with the FL3XX Products as described above, (ii) offer reasonable suggestions to you in the event Modifications to your Product are required in an effort to ensure interoperability between your Product and the FL3XX Products, and (iii) provided you choose to support the interoperability certification status of your Product, you agree, within 30 days after the Resubmission Notice, to resubmit your Product, with any Modifications and, if applicable, an updated interoperability guide, to us for review of your recertification. If you elect not to have your Product re-certified or your Product fails to pass the interoperability testing within 30 days after the Resubmission Notice, your interoperability certification will be limited to your Product and FL3XX Product versions prior to the Modifications.
You agree to comply with the terms and conditions of the FL3XX Partner Program Policies, which are incorporated herein by reference. The Partner Program Policies are located at https://developer.fl3xx.com. If you use FL3XX products or services, you agree to the FL3XX General Terms and Conditions at http://www.FL3XX.com/legal.
Notwithstanding anything to the contrary in Section 3.2, FL3XX reserves the right, at its sole discretion, to restrict Company's access to the FL3XX test environment (sandbox) to API-only access. In such cases, Company will be provided with the necessary API credentials and documentation but will not be granted access to the graphical user interface (UI) of the FL3XX Products. Such restriction may be applied where FL3XX determines that UI access is not strictly required for the intended use of the integration or to protect FL3XX's proprietary information and trade secrets.
We may ask you to assist us in determining your compliance with this Agreement and/or our privacy and security requirements. You will use reasonable efforts to help us in this effort, including, but not limited to, allowing us to review your Products, your access logs, your systems, or appointing an independent party to conduct an audit.
This Agreement does not create an exclusive agreement between you and us. Both of us will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products. Other Program Partners and FL3XX may develop new features or products that are similar to or compete with your Products.
All fees, charges, and any other relevant commercial provisions are set in the Appendix.
During the term of this Agreement, unless you are a Private Integrator, you agree that you shall, (a) make your Products commercially available to our Customers, (b) support your Customers with qualified sales, installation, training, support, and service for use of your Products in conjunction with the FL3XX Products, (c) give Customers a Service Level Agreement (d) promptly give us all reasonably requested information regarding the use of your Products in conjunction with the FL3XX Products, including appropriate documentation on the setup and configuration of your Products in conjunction with the FL3XX Products, (e) comply with all applicable laws and regulations, and (f) give us a written notification within twenty-four (24) hours of problem identification describing any technical issues that may impact the performance of your Products when used with the FL3XX Products.
You will use the FL3XX Products for your internal business purposes and will not: (i) willfully tamper with the security of the FL3XX Products or tamper with our customer accounts, (ii) access data on the FL3XX Products not intended for you, (iii) log into a server or account on the FL3XX Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any FL3XX Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the FL3XX Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the FL3XX Products or make the FL3XX Products available to a third party other than as contemplated in this Agreement, (vii) use the FL3XX Products for time sharing or service bureau purposes or otherwise for the benefit of a third party, or (viii) provide to third parties any evaluation version of the FL3XX Products without our prior written consent.
The Company shall implement and maintain appropriate technical and organizational measures to ensure the security of data exchanged via the integration, consistent with applicable privacy laws and FL3XX’s Developer Policy.
We may make available to you, without charge webinars, marketing materials, and other resources. We ask that you encourage your sales representatives and other relevant personnel to learn about FL3XX Products, as well as to participate in any training we may offer in new features and upgrades. We may also choose to make benefits or offerings available dependent on your applicable Program Partners Participant tier and status, and these benefits or offerings may require agreement to additional terms and conditions. We may change or discontinue any such benefits or offerings at any time without notice.
We may from time to time, and solely at our discretion, offer you the opportunity to take part in promotional programs (the “Optional Participant Programs”). Participation in these Optional Participant Programs is optional, and to participate, you may be required to agree to additional terms and conditions. If you choose to take part in any Optional Participant Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Participant Programs (for example, promoting your products to our prospects and customers). We may discontinue the Optional Participant Programs at any time without notice.
You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos (the “Company Marks”) in connection with the Partner Program and this Agreement. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you.
During the term of this Agreement, 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 Partner Program and this Agreement, and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading 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. Further, you will not make any express or implied statement or suggestion, or use our trademark in a manner that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on us, or our business, products, or services. The foregoing shall not apply to normal competitive activities that you may engage in.
If your Product successfully completes the interoperability certification process, you may create a link to our website and, at your option, use the “FL3XX Certified” mark, in accordance with this section, on your website and in marketing collateral relating to your Product.
No license to any software is granted by this Agreement. The FL3XX Products are protected by intellectual property laws. The FL3XX Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the FL3XX Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the FL3XX Content, or the FL3XX Products in whole or in part, by any means, except as expressly authorized in writing by us. FL3XX, the FL3XX 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 and partners to comment on the FL3XX 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 FL3XX Products, without payment to you.
As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential, and (ii) FL3XX 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, (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 or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.
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; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order, or if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
This Agreement enters into force on the Effective Date and continues for a period of one (1) year from the Launch date, after which it expires automatically unless terminated as provided within this section 13.
Both of us may terminate this Agreement on thirty (30) days’ written notice to the other party.
We may terminate this Agreement and/or suspend your access to the FL3XX Products: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you violate applicable local, state, federal, or foreign laws or regulations, (iii) immediately if we find that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers, or (iv) immediately if, at our sole discretion, we determine that you accessed (or tried to access) any part of the FL3XX applications in a way that is outside of the scope of building and testing your integration for its intended use, including (without limitation) unauthorised access, scraping of backend data or frontend elements, or any similar unauthorised use.
Upon termination or expiration of this Agreement, (i) any certification granted pursuant to the Partner Program shall be immediately terminated, (ii) you will immediately discontinue all use of our trademark, and will remove all FL3XX certification badges and Partner Program information and references from your website(s) and other collateral, (iii) all FL3XX tokens issued to any party to use the Company Product will be revoked, and (iv) Company and related party (if applicable) staff access to FL3XX environments will be withdrawn. If after termination or expiration of this Agreement, technical support issues arise related to a Customer that is utilizing a previously certified version of your Product, then the parties agree to cooperate in good faith to respond to such Customer issues.
You represent and warrant that: (i) you have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements, (iii) you own or have sufficient rights to use and to grant to us our right to use the Company Marks, and (iv) your Products do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.
Each Party will indemnify the other Party, defend and hold us them harmless, at your own expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Party (and their officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) your participation in the Partner Program, (b) use of Products, (c) non-compliance with or breach of this Agreement, (d) our use of the Company Marks, (e) your participation in Optional Participant Programs, or (f) any claim that Products infringe or misappropriate the intellectual property rights of a third party or violate applicable law. The Party will: notify the other Party in writing within thirty (30) days of becoming aware of any such claim, give sole control to the other Party of the defense or settlement of such a claim, and provide the other Party (at their expense) with any and all information and assistance reasonably requested to handle the defense or settlement of the claim. Party shall not accept any settlement that (i) imposes an obligation on other Party, (ii) requires to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on the other Party without prior written consent.
PARTIES AND THEIR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PRODUCTS, CONTENT, THE APP PARTNER PROGRAM OR THE OPTIONAL PARTICIPANT PROGRAMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE FL3XX PRODUCTS AND OPTIONAL PARTICIPANT PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PRODUCTS AND THE OPTIONAL PARTICIPANT PROGRAMS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
b. No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT PARTIES SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, PARTIES ARE DETERMINED TO HAVE ANY LIABILITY TO OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT AGGREGATE LIABILITY WILL BE LIMITED TO FIVE THOUSAND DOLLARS.
We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at https://developer.fl3xx.com. The updated Agreement will become effective and binding on the next business day after it is posted. 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 with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. 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.
This Agreement shall be governed by the laws of Austria, without regard to the conflict of laws provisions thereof. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Austria, subject to a possible appeal to the European Court of Justice.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Both parties agree that no joint venture, partnership in equity, employment, or agency relationship exists between you and us as a result of this Agreement.
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 of 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 Republic of Austria and any other relevant local export laws and regulations may apply to the FL3XX Products.
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.
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 FL3XX GmbH: FL3XX GmbH, Kolingasse 13, 1090 Vienna, Austria
Attention: Legal Counsel, legal@FL3XX.com
To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail 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.
This Agreement is the entire agreement between us for the Partner Program and supersedes all other proposals and agreements (including all prior versions of the agreement applicable to the Partner Program, if any), 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 FL3XX Products or dependent on any oral or written public comments made by us regarding future functionality or features of the FL3XX 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.
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 a merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
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.
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.
We may change the Program Policies from time to time by updating our website. Your participation in the Partner Program is subject to the Program Policies, which are incorporated herein by reference.
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 FL3XX Products, our trademarks, or any other property or right of ours.
The following sections shall survive the expiration or termination of this Agreement: ‘FL3XX’s Proprietary Rights’, ‘Confidentiality’, ‘Effects of Expiration/Termination’.
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20 March 2026