This Agency Partner Program Agreement ("Agreement") is entered into by and between GoDaddy.com, LLC, a Delaware limited liability company with its principal place of business at 100 S. Mill Avenue, Suite 1600, Tempe, AZ 85281 ("GoDaddy"), and the entity agreeing to become a Program participant ("Partner"). This Agreement becomes effective and binding on the date the Partner submits its application to the Program and indicates its agreement to these terms by checking the acceptance box provided in the online application process ("Effective Date"). GoDaddy and Partner may be referred to herein collectively as the "Parties" or individually as a "Party."

1. PROGRAM PURPOSE

The GoDaddy Agency Partner Program ("Program") enables qualified agencies to grow their businesses by referring new customers to GoDaddy and receiving customer referrals from GoDaddy in return. The Program may provide Partner access to benefits. Admission to the Program is at GoDaddy’s sole discretion, based on Partner alignment with GoDaddy customer needs and product portfolio. Participation requirements and benefits are set forth in Exhibit A attached hereto.

2. DEFINITIONS

1. “Claims” shall mean claims, losses, liabilities, costs and expenses, including reasonable attorneys’ fees.
2. “Confidential Information” is defined as any confidential or proprietary information of a Party which is disclosed to the other Party in a writing marked confidential or, if disclosed orally, is identified as confidential at the time of disclosure.
3. “Discloser” is defined as the Party disclosing Confidential Information to the other Party.
4. “Brand Marks” means a Party’s trademarks and logos and other branding elements used in the performance of this Agreement.
5. “Recipient” is defined as the Party receiving Confidential Information from the other Party.

3. ROLES & RESPONSIBILITIES

1. GoDaddy Responsibilities. GoDaddy may refer or introduce a GoDaddy customer opportunity to Partner where such opportunity falls outside GoDaddy’s scope of services expertise. After the completion of such introduction, GoDaddy shall not be responsible for any management, mediation or participation in the relationship between such customer and Partner.
2. Partner Responsibilities. Partner is solely responsible for its relationship with any referred customers, inclusive of all communications. Partner must provide professional, ethical service and comply with applicable laws. Partner will not imply any employment, certification, or endorsement by GoDaddy.

4. CONFIDENTIALITY

The terms of this Agreement shall be deemed Confidential Information. Each Party will hold the other Party’s Confidential Information in confidence and will not disclose such Confidential Information to third parties nor use the other Party’s Confidential Information for any purpose other than as required to perform under this Agreement. Such restrictions will not apply to Confidential Information which (a) is already known by the Recipient, (b) becomes publicly known through no act or fault of the Recipient, (c) is received by Recipient from a third party without a restriction on disclosure or use, or (d) is independently developed by Recipient without reference to the Confidential Information. The restriction on disclosure will not apply to Confidential Information which is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, provided that Recipient will first notify the Discloser of such disclosure requirement or order and use reasonable efforts to obtain confidential treatment or a protective order. The Parties’ respective obligations hereunder will survive the expiration or early termination of this Agreement for three (3) years. Upon termination of this Agreement, the Recipient will return to the Discloser all Confidential Information of the Discloser and all documents or media containing any such Confidential Information and all copies or extracts thereof. Without limiting the foregoing, and subject to compliance with applicable law, each Party agrees to notify the other in the event any element of this Agreement may need to be disclosed pursuant to any regulatory or other disclosure requirement, and to further seek confidential treatment requested by the other with respect to certain confidential elements of the Agreement and any documents related thereto (including information relating to fees, payments and integration) in any governmental or public filings.

5. CUSTOMER INFORMATION

Partner acknowledges that GoDaddy may provide Partner with contact information for GoDaddy customers who may be interested in specific Partner’s services (“Lead Information”). Partner will only use Lead Information to communicate with customer regarding customer’s interest in the specific Partner services identified by GoDaddy. Any other use of Lead Information, including for marketing unrelated Partner services, is expressly prohibited. GoDaddy makes no representations or warranties regarding the accuracy or completeness of the customer information provided and disclaims all liability arising from Partner’s use or handling of such information.

6. INTELLECTUAL PROPERTY

Except as otherwise set forth herein, each Party shall retain ownership of its intellectual property. Subject to the terms and conditions hereof, each Party grants a non-exclusive, worldwide license to the other Party to use its Brand Marks in connection with the Program. Partner may use GoDaddys Brand Marks solely for purposes of promoting Partner’s participation in the Program on Partner’s website and Partner Client-facing materials, and any such use of GoDaddy’s Brand Marks shall require pre-approval from GoDaddy.

7. TERM AND TERMINATION

1. The term of this Agreement shall commence on the Effective Date and continue unless terminated early as provided herein.
2. The Agreement, and Partner’s participation in the Program, will be terminable: (i) if a Party materially breaches this Agreement and does not cure such breach within thirty (30) days following written notice thereof from the non-breaching Party; (ii) by mutual written agreement; (iii) immediately by GoDaddy in the event: (x) of Partner’s fraud or misrepresentation, (y) a GoDaddy customer complains about Partner, or (z) Partner’s failure to meet the minimum requirements set forth in Exhibit A; or (iv) by either Party for convenience upon thirty (30) days prior written notice. Upon expiration or termination, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving.

8. WARRANTIES & DISCLAIMERS

GoDaddy and Partner warrant and represent that they have the full right, power and authority to enter into this Agreement and perform hereunder and that the terms of this Agreement do not conflict with any other agreements to which the party is bound. Neither Party may make any warranties or representations to third parties on the other Party’s behalf. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.

9. INDEMNIFICATION

GoDaddy will indemnify Partner against any and all Claims which Partner may incur as a result of any third party actions arising from or relating to (i) infringement by GoDaddy’s Brand Marks of a U.S. patent, copyright, trademark right or other intellectual property right of a third party or misappropriation of any third party trade secret, or (ii) GoDaddy’s breach of this Agreement. Such indemnification will be GoDaddy’s sole and exclusive obligation and Partner’s sole and exclusive remedy as a result of any third-party actions arising from breach of this Agreement. In addition, Partner will indemnify GoDaddy against any and all Claims which GoDaddy may incur as a result of any third parties actions arising from or relating to (i) infringement by any Partner Brand Marks of a U.S. patent, copyright, trademark right or other intellectual property right of a third party or misappropriation of any third party trade secret; or (ii) a breach of this Agreement. The foregoing obligations are conditioned on the indemnified party: (i) giving the indemnifying party notice of the relevant claim, (ii) cooperating with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim, and (iii) giving the indemnifying party the right to control the investigation, defense and settlement of any such claim, except that the indemnifying party will not enter into any settlement that affects the indemnified party’s rights or interest without the indemnified party’s prior written approval. The indemnified party will have the right to participate in the defense at its expense.

10. LIMITATION OF LIABILITY

EXCEPT IN THE EVENT OF A BREACH OF SECTION 4 (“CONFIDENTIALITY”), NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE EVENT OF A BREACH OF SECTION 4 (“CONFIDENTIALITY”) OR A CLAIM UNDER SECTION 8 (“INDEMNIFICATION”), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN FIFTY THOUSAND DOLLARS ($50,000). THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE THE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. FOR THE AVOIDANCE OF DOUBT, GoDaddy SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM SERVICES PARTNER MAY PROVIDE A GoDaddy CUSTOMER AS A RESULT OF ANY INTRODUCTION MADE THROUGH THE PROGRAM OR PURSUANT TO THIS AGREEMENT.

11. GENERAL PROVISIONS

1. Independent Contractors. Nothing in this Agreement creates a joint venture or employment relationship.
2. Assignment. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement.
3. Force Majeure. A Party will not be liable to the other Party for any failure to perform any obligation under this Agreement, if such failure arises from an act of God, act of government, war, or unusually severe weather, to the extent such event is beyond the control and without the fault or negligence of such Party, and to the extent such event has had a disproportionate effect on such Party compared to other companies in the industries or markets in which such Party operates. Partner must promptly notify GoDaddy of the existence of any such causes by contacting Partner's primary contact at GoDaddy, with a copy to legal@godaddy.com.
4. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles.
5. Entire Agreement; Modifications. This Agreement, including all Exhibits and attachments hereto, constitutes the full and final agreement between the Parties and supersedes all prior discussions regarding the subject matter herein. Partner acknowledges and agrees that GoDaddy may, at its sole discretion, modify, update, or replace this Agreement, including any policies, exhibits, supplements, or related documents incorporated by reference, at any time. Continued participation in the Program following such modifications constitutes Partner’s acceptance of the updated terms. Any such changes shall not apply retroactively to benefits already earned or accrued prior to the effective date of the change.
6. Severability. The invalidity or unenforceability of any particular provision or condition of this Agreement will not affect the other provisions of this Agreement, and this Agreement will be construed in all respects as if such invalid or unenforceable provision had been omitted.
7. Waiver. No delay or failure of either Party in exercising any right, and no partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement.
8. Survival. Provisions regarding confidentiality, intellectual property, indemnification, and liability shall survive any termination of this Agreement.

EXHIBIT A - PROGRAM TIERS & BENEFITS

Program Tiers

Program features and benefits will be made available to Partner based on tier status in the Program. Tiers, criteria and benefits are set forth below and may be subject to change at GoDaddy’s discretion.

Tier Name	Criteria	Benefits
Verified	Admission into the Program	Agency Success Manager Group Slack Access 30 days free of MWP Ultimate Up to 20% commission on client purchases
Trusted	$2,500 Total Spend*	Agency Success Manager Dedicated Slack channel WordPress Premium Support – 3 credits 6 months free of MWP Ultimate
Recommended	$6,000 Total Spend*	Dedicated Agency Success Manager WordPress Premium Support – 5 credits 12 months free of MWP Ultimate Up to 20% commission on client purchases Direct customer referrals

*“Total Spend” means the aggregate amount of spend incurred over a rolling twelve (12) month period, calculated by adding (i) the Partner’s own account spend and (ii) the spend from all client accounts to which the Partner has been delegated access through the Hub.

For the avoidance of doubt, upon the Partner’s initial enrollment in the Program, Total Spend shall be calculated based on the twelve (12) month period immediately preceding the Effective Date of this Agreement.

Agency rolling twelve (12) months spend	$300
Client 1 rolling twelve (12) month spend	$150
Client 2 rolling twelve (12) month spend	$100
Total Spend	$550

Features and Benefits

Client Referrals - Partner may receive customer referrals from GoDaddy where GoDaddy is unable to provide the customer services directly.

• To be eligible to receive customer leads under the Program, Partner must:
  • Have met the necessary tier requirements as set forth above
  • Be in good standing with GoDaddy financially
  • Not have received any prior customer complaints about the quality of your work or professionalism

WordPress Premium Support

• This benefit is provided using our credit-based ,a href="https://www.godaddy.com/wordpress/premium-support?msockid=21180a2ad76c627a33701807d63b63e4">WordPress Premium Support Service.
• Agency partners eligible for this benefit will receive 3 free credits each month (Basic WPPS plan) to use.
• Services offered under this program are limited to the service menu defined by that team.

Program Benefits

• Commissions: Partner may earn up to 20% commission on eligible purchases that Partner clients make through GoDaddy, managed via an authorized third party.
  • Purchases made through Partner’s own account shall not be commission eligible.
• Sales Enablement: Partner will receive sales training, enablement materials, and coaching from a dedicated Agency Success Manager.
• Free Products: Partner may receive one MWP Ultimate license and other tier-based benefits during the term.