LULA PARTNER PROGRAM GENERAL TERMS AND CONDITIONS
These Lula Partner Program General Terms and Conditions (the “General Partner Terms“), together with any applicable document used to describe a partnership between Lula and Partner (the “Partner Agreement“) (the Partner Agreement with the General Partner Terms are the “Agreement“) constitute a binding agreement between Lula and Partner (each, a “Party“). Partner agrees to be bound by these General Partner Terms by executing, including clicking through, any document that references these General Partner Terms.
1. Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meanings:
“Affiliate” means an entity that controls, is controlled by or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
“Lula” means Lula, Inc. a Delaware corporation and its Affiliates.
“Lula Add-On Services” means Lula support plans, training services, liability insurance referral services, and provider benefit packages among others. Lula Add-On Services do not include any other Professional Services offered by Lula or any Lula Affiliates.
“Lula Product” means any Lula Property, Lula Add-On Service, and other Lula products or services.
“Lula Property” means all products and services offered by Lula, including, without limitation, Lula Core, LuMi, Foresight, the Lula SDK, other products and services, and all underlying Lula Technology.
“Lula Professional Services or Professional Services” means services supplemental to the Lula Services, including professional consulting services, to be performed for End Users by Lula’s employees or contractors, as specified in the applicable Order Document.
“Lula SDK” means the Lula software development kit that enables developers to integrate applications into and is a part of Lula software products.
“Lula Technology” means the technology and Intellectual Property that Lula uses to provide its products and services, including computer software programs, websites, networks, and equipment. Lula Technology includes all Lula Products and Lula Property.
“Lula Core” means Lula’s technology-enabled property maintenance solutions, including vendor sourcing, automated dispatch, and work order coordination, to streamline repair and maintenance operations
“Certification” means that Partner has completed the process to ensure that the Connector functions in accordance with Lula’s requirements.
“Certification Documentation” means documentation made available to Partner that outlines the requirements to successfully complete Certification.
Certification Documentation may be updated from time to time by Lula in its sole discretion, and Partner may be required to fulfill additional requirements in order to retain such Certification. The Certification Documentation currently may be accessed directly from Lula.
“Certification Logo” means the visual representation provided by Lula to Program applicants that successfully pass the Certification, as required under certain Lula Programs. A Certification Logo will be licensed for Partner’s use upon completion of the required training. By way of example only, a “Lula Ready/Powered by Lula” logo will be provided to Partner when Partner completes the requirements for Certification.
“Connector” means a software and communications interface that connects an End User’s business, property management, field management, maintenance coordination or financial software with a Lula Service.
“Dashboard” means the administrative console through which an End User accesses its Lula account.
“Documentation” means a Party’s user guides, training manuals, and other similar information, as updated or revised by that Party from time to time.
“End User” means a customer who purchases a Lula Service in conjunction with Partner’s Connector.
“Integration” or “Integrate” means development of an interface that enables the Lula Property and the Solution to work together through the Connector.
“Intellectual Property” means all trade secrets, patents and patent applications, Marks, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
“Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
“Leads” or “Customer Information” means complete and up-to-date contact details of third parties that express an interest or may have an interest in purchasing the Services.
“Logo” means the Marks Lula provides to Partner in accordance with Section 2(b)(iv) (Marketing Activities; Lula Marks).
“Mark” means any trade names, trademarks, service marks, marks and logos owned by a Party (whether registered or unregistered and including any goodwill acquired in such trademarks).
“Order Document” means a work order, sales order, statement of work, or other document used to purchase Services from Lula.
“Our Site” means www.Lula.life or any other URL owned by Lula.
“Partner” or “Business Partner” or “Solution Partner” or “Referral Partner” or “Channel Partner” means the Party who enters into a partnership agreement with Lula or participates in a Lula Partner Program.
“Partner Portal” means the website Lula manages containing information for Partners about Lula’s Services. Lula provides Partners with access to the Partner Portal upon execution of the applicable partnership agreement or upon approval as participant in a Lula Partner Program.
“Partner Technology” or “Work Product” means the technology and Intellectual Property that the Partner uses to provide its Connector and the Solution, if applicable, including computer software programs, APIs, Partner’s Documentation, schematics, websites, networks, and equipment, as applicable.
“Program” means any program Lula offers to third parties to partner with Lula, including developing Connectors and referring potential customers to Lula in return for commissions or revenue share.
“Referred Client” means an End User other than the Partner who purchases Services or Lula Professional Services as a result of being referred to Lula by Partner.
“Service” means the software and/or service provided to End Users by Lula.
“Solution” means any business, property management, work order dispatching or financial software provided by a Partner or third party, such as Enterprise Resource Planning (ERP), Property Management System (PMS), Maintenance Coordination Platform (MCP) or field service management (FSM) systems, including all updates, modifications, and amendments.
2. Proprietary Rights.
a. Partner’s Intellectual Property.
i. Partner Technology. Partner retains all right, title, and interest in all Intellectual Property rights in the Partner Technology and all enhancements or improvements to, or derivative works of, the foregoing. Nothing in the Agreement transfers or conveys to Lula any ownership interest in the Partner Technology. Partner hereby grants to Lula a non-transferable (except as permitted under the Agreement), non-exclusive and sub-licensable license to: (A) demonstrate and sell the Connector to End Users and users of the applicable Solution; (B) test the functionality of the Connector to ensure that the Connector is functional and compatible with Lula Technology and Services; and (C) use the Connector and the Partner Technology to satisfy Lula’s other obligations under the Agreement and under the Lula Terms with End Users. Except to the extent required by Lula to exercise its rights or perform its obligations under the Agreement, Lula agrees not to reverse assemble, reverse compile, or build a product using Partner’s Confidential Information.
ii. Partner Marks. Subject to the terms of the Agreement, Partner grants to Lula, a limited, non-exclusive, non-transferable, revocable license to display Partner’s Marks solely to market and promote the relationship contemplated by this Agreement.
b. Lula’s Intellectual Property.
i. Lula Technology. Lula retains and owns all right, title, and interests in all Intellectual Property rights in the Lula Technology, Lula’s Documentation, Lula’s Confidential Information, the Services, and all enhancements or improvements to, or derivative works of, the foregoing. Any work product created by Lula Professional Services (including any Inventions used or developed by Lula or its subcontractors in connection with the Lula Professional Services) will be Lula’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Lula creates for Partner’s exclusive use. Nothing in the Agreement transfers to Partner any ownership interest in the Lula Intellectual Property.
ii. AI-Driven and Automated Services. From time to time, Lula may make available services powered by machine learning, artificial intelligence, or automation (“Automated Services”). Partner acknowledges that such services may rely on probabilistic models, historical data, or algorithmic decision-making, and are not guaranteed to be error-free or fit for a particular purpose. Partner agrees that it will not rely solely on Automated Services for critical decisions or legal compliance without independent verification. Lula retains all title, IP, interest in and rights to any of its algorithms, AI models, tools, training data, outputs, and related intellectual property. Use of such services is subject to Lula’s applicable terms of use and acceptable use policies, as updated from time to time. Partner may not use Lula’s outputs for compliance purposes without independent verification.
Lula may use anonymized, aggregated usage data-including from Partner’s white-labeled deployments-for the purposes of service optimization, AI model training, and performance improvement, provided no identifying information is included.
iii. Restrictions. Partner shall use the Services only as set forth in the Agreement and the Documentation. Partner shall not use any access to Lula’s systems, APIs, data structures, or documentation to A) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Lula Technology; (B) reproduce, modify, create, or prepare derivative works of any of the Lula Technology or Documentation; (C) develop competing or derivative products or services (D) except as permitted by this Agreement, distribute or display any of the Lula Technology or Documentation; (E) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any timesharing, service bureau, or similar business; (F) alter, destroy, or otherwise remove any proprietary notices within the Lula Technology or Documentation; or (G) disclose the results of any Service or program benchmark tests to any third parties without Lula’s prior written consent.
iv. Marketing Activities; Lula Marks. In conducting any marketing activities under a Partner Program, Partner shall use only those marketing materials Lula provides or approves in writing (“Lula Assets“). Partner shall use the Lula Assets and Lula Marks in compliance with all guidelines Lula provides. Partner shall not modify the Lula Assets or Lula Marks without Lula’s prior written approval. Lula grants Partner a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Lula Assets and Lula Marks solely to fulfill its obligations under the Agreement.
White-Label Restrictions. No Partner may white label, rebrand, or embed Lula services without express written authorization in the Partner Agreement. All white-labeled use must comply with Lula’s technical, legal, and marketing standards, and Lula retains all IP rights in the services regardless of branding. Partner shall be solely responsible for ensuring compliance with all applicable laws, regulations, and data protection obligations in jurisdictions where it offers white-labeled Lula-powered services. White-labeling terms authorized under a Partner Agreement must also comply with all white-label-related obligations set forth in these General Terms.
This right to use terminates automatically when the Agreement terminates. Notwithstanding the forgoing, Lula retains all right, title, and interest in the Lula Assets and Lula Marks, and nothing in the Agreement confers any right of ownership in the Lula Assets or Lula Marks on Partner, and all use of them inures to Lula’s benefit.
c. Suggestions and Feedback. If either Party provides the other Party with any suggested improvements to a Program, Lula Assets, the Partner Portal, Intellectual Property, the Services, Partner’s Solution or any other products or services of such Party, then that Party also grants the other Party a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 2(c) (Suggestions and Feedback) grants a Party a license to use any Inventions covered by a registered patent owned by the other Party.
3. Modification. Except as may otherwise be provided in the Agreement and except for the rights set forth in Section 2(a), Lula may modify these General Partner Terms. If Lula modifies these General Partner Terms, it will provide prior written notice (“Modification Notice“) to Partner of those modifications at least 30 days prior to the effectiveness of the modifications. If the modifications materially and adversely affect Partner, and Partner does not wish to accept such modifications, then Partner may withdraw Partner’s participation in the applicable Program and terminate the applicable Partner Agreement, subject to any wind down obligations in the Partner Agreement and this Modification Section by written notice to Lula.
4. TERM AND TERMINATION
a. Term and Termination. This Agreement shall commence on the Effective Date and shall remain in effect for one (1) year (the “Initial Term”), automatically renewing for successive one (1) year terms (each, a “Renewal Term”) unless terminated earlier in accordance with this Section or the applicable Partner Agreement. Either Party may elect not to renew by providing thirty (30) days’ written notice prior to the end of the then-current term.
In the event of termination without cause under the Partner Agreement or notice of non-renewal, the Parties shall remain bound by any wind-down obligations or transitional responsibilities outlined therein, including continued commission eligibility, customer service continuity, and invoicing through the wind-down period.
b. Termination for Breach or Cause. Either Party may terminate the Agreement or withdraw from participation in any Program by notice to the other (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing.
c. Effects of Termination. Upon termination, (i) all licenses granted under the Agreement terminate; (ii) subject to a Party’s wind down obligations, (1) Lula shall cease all use of Partner Marks and Partner Technology, and (2) Partner shall cease all use of the Lula Marks and the Lula Assets; (iii) each Party will remain liable for all fees owed to the other Party unless otherwise provided in a Partner Agreement; (iv) upon request, each Party will immediately return or, if instructed, destroy the other Party’s Confidential Information in its possession or control other than in automatic computer backups. A Party is not required to destroy or return any Confidential Information that must be retained for regulatory, legal, or audit purposes or for compliance with its document retention policies and has no obligation to destroy electronic copies made as part of its routine archival or backup procedures. All provisions that by their nature should survive termination will do so (including, for example, payment obligations, indemnification and defense obligations, and duties of confidentiality).
5. COMPLIANCE, CONFIDENTIALITY AND DATA USE
a. Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party, either directly or indirectly, in writing, orally, or by inspection that (a) is designated as “Confidential,” “Proprietary,” or some similar designation or (b) by the nature of the information or the circumstances surrounding disclosure, would be reasonably understood as proprietary or confidential.
b. Exclusions. Confidential Information does not include information (i) that is or becomes generally available to the public other than through the action of the receiving Party; (ii) lawfully in the possession of the receiving Party at the time of disclosure without restriction on use or disclosure; (iii) lawfully obtained by the receiving Party from a third party without restriction on use or disclosure or breach of such third party’s obligations of confidentiality; or (iv) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
c. Disclosures Required by Law. If any applicable law, regulation, or judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (a “Disclosure Order“) then, unless otherwise prohibited by the Disclosure Order, the receiving Party will promptly notify the disclosing Party in writing prior to making any such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Following such notification, the receiving Party will cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, in seeking and obtaining protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing Party, the receiving Party is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the receiving Party may disclose, without liability hereunder, that portion of the Confidential Information which is legally required to be disclosed and the receiving Party will exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
d. Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 5(c) (Disclosures Required by Law), the receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties. The receiving Party may disclose Confidential Information to an employee, advisor, or consultant (“Representatives“) who needs such access in order to fulfill a Party’s obligations under these Terms on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as the Agreement; and (ii) accepts full responsibility for its Representatives’ use of the Confidential Information. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling, or disassembling any Confidential Information.
e. Notice. Each Party will promptly notify the other Party, as reasonably practicable under the circumstances, not to exceed 72 hours from the time of confirmation, of unauthorized access, use, or disclosure of Confidential Information; each Party will reasonably cooperate with the other with respect to such unauthorized access, use, or disclosure, including its containment and investigation. Upon confirmation of any vulnerability or breach of security, a Party will modify its processes and security program as necessary to remediate the vulnerability or breach, at such Party’s sole cost and expense.
f. Privacy. If Partner provides Lula with any information of an individual employee, agent, or representative that can be used to identify that person and that is protected by law (“Personal Information“), Partner shall provide such individuals a copy of Lula’s Privacy Policy. See the Lula Privacy Policy located at https://www.Lula.life/privacy-policy
g. Data Protection Compliance. Partner shall comply with all applicable data protection and privacy laws in connection with its collection, use, processing, and transfer of Personal Information, including but not limited to the California Consumer Privacy Act (as amended by the CPRA), other applicable U.S. state privacy laws, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and the UK GDPR, as applicable. Partner shall ensure that it has a valid legal basis for any such processing, including obtaining and documenting affirmative consent from data subjects where required. Partner shall not disclose any Personal Information to Lula unless it has all necessary rights and permissions to do so and shall maintain appropriate records and safeguards to demonstrate its compliance with this provision.
h. Pass-Through of Terms. Partner shall ensure that any customers, end users, or third parties receiving access to Lula’s services under a white-label, resale, or embedded arrangement agree to terms and conditions that are no less protective of Lula’s rights, confidentiality, intellectual property, and data security obligations than those set forth in this Agreement. Partner shall remain liable for any acts or omissions by such parties that would constitute a breach if committed by Partner.
i. Non-Solicitation of Vendors and Customers. During the term of this Agreement and for a period of twelve (12) months thereafter, Partner or its affiliates shall not, directly or indirectly, solicit, induce, or encourage any service provider, vendor, Lula Pro or customer of Lula to cease doing business with Lula, or to provide similar services in a manner that competes with Lula. This restriction does not apply to entities with which Partner had an established commercial relationship prior to the Effective Date of this Agreement, as documented in writing.
j. Lula Oversight and Audit Rights. Lula reserves the right, upon reasonable notice, to audit Partner’s use of Lula Marks, representations to customers, downstream service configurations, and compliance with this Agreement, including but not limited to white-label or embedded arrangements. Partner agrees to cooperate in good faith and provide requested documentation or customer-facing materials necessary to verify compliance.
6. WARRANTIES
a. Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into the Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.
b. Partner Warranties. Partner represents and warrants that:
(i) all information provided in connection with any Program, including Leads and registration or billing information of Referred Clients, is current, accurate, and complete;
(ii) if Partner provides any Personal Information subject to applicable privacy laws, including but not limited to the GDPR, UK GDPR, or U.S. state privacy laws (such as the CCPA/CPRA), Partner has obtained all necessary rights, authorizations, and, where legally required, affirmative consent to disclose such Personal Information to Lula for the purposes contemplated under this Agreement;
(iii) Partner will not engage in any unfair, deceptive, or misleading marketing practices-whether by act, omission, implication, or representation-and will immediately cease any such marketing upon Lula’s written request; and
(iv) none of the Leads or Referred Clients provided by Partner are listed on the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List or otherwise subject to U.S. trade sanctions.
c. Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Programs, the Partner Portal, the Services, and the Lula Technology are provided on an “as is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties to the maximum extent permitted by applicable law.
7. Indemnification.
a. Indemnification by Lula. Lula shall indemnify and defend Partner against any Losses arising from a third-party claim that (1) the use of the Lula Technology in accordance with the Agreement infringes a copyright, registered trademark, issued patent, or other Intellectual Property right of such third party (an “Infringement“); (2) results from Lula’s breach of the Agreement; or (3) results from Lula’s violation of applicable laws. “Loss” means any liability, loss, claim, settlement payment (including any settlement the Indemnitee agrees to pay as long as it is in a written settlement approved by Indemnitor in writing), cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, or other charges, filing fees and court costs, witness fees, costs of investigating and defending third party claims, and reasonable attorneys’ and other professionals’ fees, and any other fees.
b. Indemnification by Partner. Partner will indemnify and defend Lula against any Losses arising from a third-party claim that (1) the use of the Partner Technology in accordance with the Agreement causes an Infringement; (2) results from Partner’s breach of the Agreement; (3) results from Partner providing Personal Information to Lula without the prior affirmative consent of the individual data subject; or (4) results from Partner’s violation of applicable law.
c. Process. The obligations of a Party (“Indemnitor“) to defend or indemnify the other (“Indemnitee“) under this Section 7 (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor shall be given exclusive control of the defense of such claim and all negotiations relating to the settlement thereof (except that the Indemnitor may not make any admissions on the Indemnitee’s behalf or settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability and the Indemnitee may participate in the defense of the claim at its sole cost and expense); and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim at the Indemnitor’s expense.
d. If the Lula Technology or the Partner Technology (each individually, the “Technology“) is subject to a claim of Infringement and as a result, the Indemnitee’s use of the Indemnitor’s Technology is enjoined, then the Indemnitor, shall, at no cost to the Indemnitee, procure for the Indemnitee the right to continue using the Indemnitor’s Technology or replace that Technology with non-infringing or modified Technology of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable, then the Indemnitor may terminate the Indemnitee’s right to access and use the Technology, subject to Section 4(c).
e. Neither Party has any obligation with respect to any actual or claimed Infringement to the extent that the Infringement is caused by (A) the Indemnitee’s Technology, (B) use or modification of the Indemnitor’s Technology other than as specified in the Documentation or the Agreement, (C) combination of the Indemnitor’s Technology with any products, software, services, data, or other materials not provided by the Indemnitor or approved by the Indemnitor in writing if the Infringement would not have occurred but for such combination, or (D) any act or omission by the Indemnitee or any employee, agent, or Affiliate of the Indemnitor in violation of the Agreement, another agreement between the Parties, or applicable law.
f. No Third-Party Beneficiaries. This Section 7 (Indemnification) does not confer any rights or remedies upon End Users or any other party but the Parties.
g. Exclusive Remedy. This Section 7 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to claims.
8. Exclusion of Certain Claims; Limitation of Liability.
a. Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Lula Professional Services provided under the Agreement, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 5 (Confidential Information), or a Party’s indemnification obligations set forth in Section 7 (Indemnification).
b. Limitation of Liability. Except for instances of gross negligence or willful misconduct, a Party’s aggregate liability will not exceed the fees paid or payable by Lula to Partner under the Agreement in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to a Party’s indemnification obligations set forth in Section 7 (Indemnification), to a Party’s obligations to pay fees and expenses when due and payable, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
c. Limitation of Claims. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information, or a Party’s failure to pay amounts due, neither Party may bring any claim relating to the Agreement more than two years after the events giving rise to the claim occurred.
d. General. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply, and the Parties may have additional rights.
9. MISCELLANEOUS
a. Payment Information. If Partner is to receive payments pursuant to a Partner Agreement, Partner shall promptly provide Lula with any documentation reasonably required by Lula, including, for example, a W-9.
b. End-User Payments. Where Lula authorizes a partner to invoice end users, Partner shall remain liable to Lula for all fees and amounts due, regardless of whether Partner collects payment from its customer(s).
c. Relationship of the Parties. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Partner’s and Lula’s other business partners are independent of Lula and are not Lula’s agents.
d. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of law principles. The Parties agree that any claim or cause of action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Johnson County, Kansas, and each Party irrevocably submits to the personal jurisdiction and venue of such courts.
Notwithstanding the foregoing, if Lula is the plaintiff and determines in its sole discretion that proceeding in the jurisdiction of the Partner’s principal place of business would facilitate enforcement or recovery, Lula may bring such action in that jurisdiction instead. In such case, Partner agrees to submit to the jurisdiction and venue of the courts located in its principal place of business in the United States.
e. Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party violates the obligations under the Agreement, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
f. Force Majeure. Neither Party will be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war (collectively, “Force Majeure Condition“). A Party seeking relief from performance under this Section 9(e) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, the other Party may, in its discretion, terminate this Agreement. That termination will not result in any liability by either Party.
g. Notices. Lula will communicate announcements of general interest by email or by posting on its website or in the Partner Portal. Lula will provide Partner with legal notices by email, mail, or courier to the address provided by Partner. Partner shall immediately notify Lula if Partner’s address for notice changes. Except as otherwise specified in the Agreement, all notices must be in writing, with account notices sent to partners@Lula.life and legal notices sent to legal@Lula.life.
h. Successors and Assigns. Lula may assign this Agreement without the Partner’s consent to any Affiliate or in connection with any merger, acquisition, consolidation, corporate reorganization, or sale of all or substantially all of its assets or business.
Partner may not assign this Agreement, in whole or in part, to any entity that is a direct or indirect competitor of Lula without Lula’s prior written consent, which may be withheld in Lula’s sole discretion. Any attempted assignment in violation of this provision shall be null and void.
In the event that Partner undergoes a Change of Control resulting in ownership or effective control by a direct or indirect competitor of Lula, Lula may terminate this Agreement upon thirty (30) days’ written notice to Partner. During such notice period, the Parties shall cooperate in good faith to wind down their activities under this Agreement in an orderly manner, including completing active work orders, fulfilling outstanding payment obligations, and, where feasible, transitioning affected responsibilities to an alternative provider as designated by Lula.
For the purposes of this Section, a “competitor” means any person or entity that offers, markets, or plans to offer or market (a) property maintenance technology or coordination services; (b) procurement or fulfillment services for property operations; or (c) any other products or services that are competitive with Lula’s current or reasonably anticipated service offerings, whether through internal development or acquisition.
i. Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.
j. Waiver. No waiver of any provision of the Agreement, nor consent by a Party to the breach of or departure from any provision of the Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver will be effective only in the specific instance and for the purpose for which given.
k. Entire Agreement. These General Partner Terms, together with the Referral and Channel Partner Agreement, and all other terms incorporated by reference, constitutes the entire agreement and understanding between the Parties. Except as provided in Section 3 (Modification) of these General Partner Terms, the Agreement may not be modified or amended except by a written instrument executed by both Parties. Partner’s standard terms of purchase (including purchase order terms), if any, are inapplicable.
