TRIPLE WHALE AGENCY PARTNER PROGRAM TERMS & CONDITIONS

Last Updated: August 20, 2026

This Triple Whale Agency Partner Program Terms & Conditions (this "Agreement") is entered into by and between Triple Whale Inc., a Delaware corporation ("Triple Whale" or "TW"), and the individual or entity that accepts this Agreement by any of the means described below ("Agency" or "Partner"). Triple Whale and Agency are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Triple Whale operates a proprietary data analytics and attribution platform for e-commerce businesses (the "Triple Whale Platform");

WHEREAS, Triple Whale has established the Triple Whale Agency Partner Program (the "Program") to enable qualified marketing agencies and service providers to refer clients to Triple Whale, access client accounts through the Triple Whale Platform, and provide marketing, analytics, and advertising management services to such clients;

WHEREAS, Agency desires to participate in the Program subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

EFFECTIVE DATE AND ACCEPTANCE. This Agreement becomes effective on the earliest date on which Agency: (a) clicks "I agree" or checks a box indicating acceptance of this Agreement; (b) completes registration for a Partner account on the Triple Whale Platform; or (c) submits a referral or otherwise participates in the Program (the "Effective Date").

AUTHORITY REPRESENTATION. If Agency is accepting this Agreement on behalf of a company, partnership, or other legal entity, the individual accepting represents and warrants that he or she has full legal authority to bind that entity to this Agreement. If such individual does not have the requisite authority, that individual assumes personal liability for all obligations under this Agreement.

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1. "Agency" or "Partner" means the individual or entity that has agreed to this Agreement and participates in the Program.
2. "Agreement" means these Triple Whale Agency Partner Program Terms & Conditions, including all schedules, policies, and documents incorporated by reference.
3. "Authorized Purpose" means providing marketing, analytics, advertising management, and related services to Partner Shops through the Triple Whale Platform, as authorized by each Partner Shop.
4. "Client" or "Partner Shop" means a person or entity that has entered into a SaaS agreement with Triple Whale and whose account the Agency accesses through the Program.
5. "Commission" means the commission amount to which a Partner is entitled as set forth on the Program page.
6. "Confidential Information" means any non-public information relating to either party's business, products, services, customers, technical data, or operations. Partner Shop Data and Triple Whale's proprietary platform data constitute Confidential Information of Triple Whale. Standard exceptions apply: information in the public domain through no fault of the receiving party, independently developed without reference to the disclosing party's information, known to the receiving party prior to disclosure, or lawfully obtained from a third party without restriction.
7. "External Service" means any third-party platform, tool, application, or service not operated or controlled by Triple Whale, including third-party artificial intelligence or machine learning platforms (e.g., large language model providers, AI assistants).
8. "Partner Shop Authorization" means the consent granted by a Partner Shop through Triple Whale's platform mechanism authorizing the Agency to access and use that Partner Shop's data.
9. "Partner Shop Data" means all data, information, and content relating to a Partner Shop, its customers, transactions, advertising accounts, analytics, and business operations accessible through the Triple Whale Platform.
10. "Program" means the Triple Whale Agency Partner Program, including all policies, benefits, and obligations set forth in this Agreement.
11. "Triple Whale Marks" means all trademarks, trade names, service marks, service names, and logos used by Triple Whale.
12. "Triple Whale Platform" means the proprietary SaaS platform offered by Triple Whale, Inc.

SECTION 2. PROGRAM ENROLLMENT AND PARTNER RESPONSIBILITIES

2.1 Enrollment. To participate in the Program, Partner must create a Partner account on the Triple Whale Platform and provide all information reasonably requested by Triple Whale, including legal entity name, contact information, and business details. All information submitted must be accurate, current, and complete. Acceptance into the Program does not guarantee acceptance into any other Triple Whale program or offering.

2.2 Authority. If Partner is accepting this Agreement on behalf of a legal entity, the individual accepting represents and warrants that he or she has full legal authority to bind that entity to this Agreement. If such authority does not exist, the individual accepts personal liability under this Agreement.

2.3 Age Requirement. Partner, or the individual accepting on behalf of Partner, must be at least eighteen (18) years of age or the age of majority in the applicable jurisdiction, whichever is greater.

2.4 Partner Responsibilities. Throughout the term of this Agreement, Partner shall:

1. Comply with all applicable laws, rules, and regulations, including those governing privacy, data protection, electronic communications, and anti-spam requirements;
2. Refrain from making any false, misleading, or deceptive representations regarding Triple Whale, the Triple Whale Platform, or any Triple Whale product or service;
3. Bear all costs and expenses associated with Partner's marketing, promotional, and business activities related to the Program;
4. Promptly inform Triple Whale of any actual or potential claims, disputes, or liabilities that may arise from or relate to Partner's participation in the Program; and
5. Respond promptly to all reasonable requests for information from Triple Whale relating to Partner's activities under this Agreement.

SECTION 3. CONFIDENTIALITY

3.1 Definition of Confidential Information. Each party (the "Disclosing Party") may disclose Confidential Information to the other party (the "Receiving Party") in connection with this Agreement. "Confidential Information" has the meaning set forth in Section 1.

3.2 Treatment of Partner Shop Data. As between Triple Whale and Agency, all Partner Shop Data constitutes Confidential Information of Triple Whale, regardless of whether it is marked or designated as confidential.

3.3 Obligations. The Receiving Party shall: (a) use Confidential Information solely for the Authorized Purpose and as otherwise permitted under this Agreement; (b) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section 3; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

3.4 Exceptions. The obligations in Section 3.3 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure, without restriction, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.

3.5 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required.

3.6 Survival. The obligations under this Section 3 shall survive termination or expiration of this Agreement for a period of three (3) years.

SECTION 4. INTELLECTUAL PROPERTY

4.1 Ownership. All intellectual property rights in and to the Triple Whale Platform, including all software, technology, documentation, content, and materials, are and shall remain the exclusive property of Triple Whale. Nothing in this Agreement transfers or conveys any ownership interest in Triple Whale's intellectual property to Partner. No rights vest in Partner except the limited license expressly granted in Section 4.2.

4.2 Limited Trademark License. Subject to the terms of this Agreement, Triple Whale grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Triple Whale Marks during the term solely in connection with Partner's authorized participation in the Program. This license terminates automatically upon termination of this Agreement.

4.3 Trademark Restrictions. Partner shall not:

1. Bid on, purchase, or otherwise use Triple Whale Marks or confusingly similar variations as keywords in any search engine advertising or pay-per-click campaign;
2. Register or use any domain name that contains or is confusingly similar to any Triple Whale Mark;
3. Alter, modify, abbreviate, or combine any Triple Whale Mark with any other name, mark, or logo;
4. Use Triple Whale Marks in any manner that implies an endorsement, sponsorship, or affiliation beyond the Program relationship; or
5. Use Triple Whale Marks after termination of this Agreement for any purpose.

4.4 Mark Updates. If Triple Whale notifies Partner of any change to the Triple Whale Marks, Partner shall update all uses of the affected marks within thirty (30) days of such notice.

4.5 Non-Disparagement. During the term and for one (1) year following termination, Partner shall not make any public statement that disparages, defames, or reflects negatively on Triple Whale, the Triple Whale Platform, or Triple Whale's products, services, or personnel.

4.6 Feedback. If Partner provides Triple Whale with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Triple Whale Platform or the Program (collectively, "Feedback"), Partner hereby assigns to Triple Whale all right, title, and interest in such Feedback. Triple Whale may use Feedback for any purpose without obligation or compensation to Partner.

SECTION 5. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

5.1 WARRANTY DISCLAIMER.

THE TRIPLE WHALE PLATFORM, THE PROGRAM, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TRIPLE WHALE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRIPLE WHALE DOES NOT WARRANT ANY PARTICULAR LEVEL OF SALES, COMMISSIONS, REFERRALS, OR BUSINESS BENEFIT FROM PARTICIPATION IN THE PROGRAM.

5.2 LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIPLE WHALE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. TRIPLE WHALE'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO PARTNER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER TRIPLE WHALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.3 Indemnification. Agency shall indemnify, defend, and hold harmless Triple Whale and its officers, directors, employees, agents, and affiliates from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

1. Agency's participation in the Program or breach of this Agreement;
2. Agency's use of the Triple Whale Platform or Triple Whale Marks;
3. Agency's relationship with any Partner Shop;
4. Agency's transmission of Partner Shop Data to any External Service, including any third-party AI platform, without proper Partner Shop Authorization or in violation of applicable law;
5. Any unauthorized access to or use of Partner Shop Data by Agency or its personnel; or
6. Agency's violation of any applicable law, regulation, or third-party right.

SECTION 6. TERM, TERMINATION, AND SURVIVAL

6.1 Term. This Agreement is effective as of the date Agency accepts it (by checkbox, account registration, or submission of a referral) and continues until terminated in accordance with this Section 6.

6.2 Termination for Convenience. Either party may terminate this Agreement at any time by providing thirty (30) days' prior written notice to the other party.

6.3 Termination for Cause. Triple Whale may terminate this Agreement immediately upon written notice if Agency breaches any provision of this Agreement, and such breach, if curable, remains uncured for five (5) business days following notice.

6.4 Consequences of Termination. Upon the effective date of termination: (a) all rights and licenses granted to Agency under this Agreement shall immediately cease; (b) Agency shall immediately discontinue all use of the Triple Whale Marks; (c) Agency shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such return or destruction in writing; (d) Agency's access to all Partner Shop accounts through the Triple Whale Platform shall terminate; and (e) Agency shall comply with all data deletion obligations set forth in Section 9 of this Agreement.

6.5 Post-Termination Commissions. Commissions attributable to Partner Leads submitted prior to the effective date of termination shall remain payable for a period of one (1) month following termination, provided all conditions for Commission payment set forth in Section 7 are satisfied.

6.6 Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 3 (Confidentiality), Section 4 (Intellectual Property), Section 5 (Warranty Disclaimer and Limitation of Liability), this Section 6.6, Section 9 (Data Ownership, Handling, and Security), Section 10 (Third-Party Integrations and Artificial Intelligence), and Section 12 (General Provisions).

SECTION 7. REFERRAL AND COMMISSION TERMS

7.1 All referral leads ("Partner Leads") must be submitted through the Partner's unique tracking link provided by Triple Whale. Leads submitted by any other method will not be credited.

7.2 Triple Whale uses a last-touch attribution model. Where multiple Partners refer the same lead, credit is awarded to the Partner whose tracking link was last used before the lead's conversion.

7.3 The following leads are invalid and will not be eligible for Commission:

1. Pre-existing Triple Whale clients at the time of referral;
2. Leads already in an active Triple Whale sales process;
3. Leads inactive on the Triple Whale Platform for six (6) or more consecutive months;
4. Persons or entities on any applicable sanctions or restricted-party list.

7.4 Triple Whale may reject any Partner Lead at its sole discretion.

7.5 Commission rates and structures are set forth on the Program page at https://kb.triplewhale.com/en/articles/7128147-triple-whale-agency-partner-program, as updated from time to time.

7.6 A Commission becomes payable only when all of the following conditions are satisfied: (a) the Partner Lead enters into a paid subscription with Triple Whale; (b) Triple Whale has received payment from the Partner Lead; (c) the Partner Lead remains an active client for at least sixty-one (61) days; and (d) the Partner is in good standing under this Agreement.

7.7 Commissions are calculated on a pro rata basis corresponding to the client's payment frequency. Commissions apply solely to subscription fees; support fees, professional services fees, and transactional fees are excluded.

7.8 All Commission calculations by Triple Whale are final and binding absent manifest error. Partner is solely responsible for all taxes arising from Commissions received.

7.9 Tracking cookies have a set duration as specified on the Program page. Triple Whale is not liable for attribution failures resulting from cookies that are cleared, blocked, or expired by the referred party's browser or device.

SECTION 8. PLATFORM ACCESS AND PARTNER SHOP AUTHORIZATION

8.1 Scope of Access. Agency may access Partner Shop accounts through the Triple Whale Platform solely for the Authorized Purpose and only to the extent authorized by the applicable Partner Shop. Agency acknowledges that such access may include advertising accounts, analytics data, customer information, and business operations data, and that this access carries significant responsibility.

8.2 Authorization Required. Agency may access a Partner Shop's account and data only after that Partner Shop has granted Partner Shop Authorization through Triple Whale's platform mechanism. Agency shall not access any Partner Shop account for which a valid Partner Shop Authorization has not been obtained.

8.3 Disclosure to Partner Shops. Triple Whale will present the following disclosure (or substantially similar language) to Partner Shops at the time of authorization:

"By granting [Agency Name] partner access, you authorize [Agency Name] to access and use your Triple Whale data through its tools and connected services, including third-party AI platforms not operated by Triple Whale. Data transmitted to third-party services is governed by those services' terms and may be used for purposes such as model training. Triple Whale has no control over and assumes no liability for how third-party services process your data or for [Agency Name]'s decision to route your data externally. You may revoke access at any time, but data already transmitted to external services cannot be retrieved by Triple Whale."

8.4 Scope of Authorization. The Partner Shop Authorization covers all permissions and features available through the Triple Whale Platform, including features released after the date of authorization, unless Triple Whale specifies that a particular feature requires separate consent.

8.5 Revocation. Partner Shops may revoke Partner Shop Authorization at any time through the Triple Whale Platform. Upon revocation, Agency's access to the applicable Partner Shop's account and data shall terminate immediately.

SECTION 9. DATA OWNERSHIP, HANDLING, AND SECURITY

9.1 Data Ownership. As between Triple Whale and Agency, all Partner Shop Data is and remains the property of Triple Whale and the applicable Partner Shop. Agency acquires no ownership interest in Partner Shop Data. Agency shall not sell, license, sublicense, or otherwise commercialize Partner Shop Data, except as necessary to provide services to the applicable Partner Shop.

9.2 Data Handling Obligations. Agency shall:

1. Implement and maintain industry-standard administrative, technical, and physical safeguards to protect Partner Shop Data against unauthorized access, disclosure, or use;
2. Retain Partner Shop Data only for as long as reasonably necessary to provide services to the applicable Partner Shop;
3. Comply with all applicable data protection and privacy laws; and
4. Refrain from communicating directly with a Partner Shop's customers using information obtained solely through the Triple Whale Platform, unless separately authorized by the Partner Shop in writing.

9.3 Data Breach Notification. Agency shall notify Triple Whale of any actual or suspected breach of, or unauthorized access to, Partner Shop Data within twenty-four (24) hours of becoming aware of such event. Agency shall promptly investigate the incident, take reasonable steps to mitigate harm, and cooperate fully with Triple Whale in connection with any response efforts. Agency shall bear all costs associated with breach response, notification, and remediation.

9.4 Data Retention and Deletion. Upon termination of this Agreement or revocation of a Partner Shop Authorization, Agency shall promptly delete or return all Partner Shop Data in its possession or control, except to the extent retention is required by applicable law. Agency shall certify such deletion in writing upon Triple Whale's request.

SECTION 10. THIRD-PARTY INTEGRATIONS AND ARTIFICIAL INTELLIGENCE

10.1 AGENCY RESPONSIBILITY FOR EXTERNAL SERVICES. Any decision to route, transmit, or make available Partner Shop Data to an External Service, including any third-party AI or machine learning platform, is made solely by Agency. Triple Whale does not control, endorse, or assume any responsibility for External Services. Data transmitted to External Services is governed by those services' terms and policies and may be used by those services for purposes including model training, unless Agency has separately negotiated restrictions with the External Service provider.

10.2 AGENCY CONSENT AND AUTHORIZATION OBLIGATIONS. Before transmitting any Partner Shop Data to any External Service, Agency represents and warrants that it has:

1. (a) obtained all necessary authorizations from each applicable Partner Shop, including any Partner Shop Authorization required under this Agreement;
2. (b) provided the Partner Shop with clear and accurate disclosure of which External Services will receive the data, the purposes for which the data will be used, and any risks associated with such transmission, including the possibility that the External Service may use the data for model training; and
3. (c) complied with all applicable laws, including data protection and privacy laws, with respect to such transmission.

Agency shall maintain records of all Partner Shop authorizations for data routing to External Services and make such records available to Triple Whale upon reasonable request.

10.3 RESTRICTIONS ON AI/ML USE OF PARTNER SHOP DATA. Agency shall not use, or enable any third party to use, Partner Shop Data (including any anonymized, aggregate, or derived forms) to create, develop, train, fine-tune, or improve any machine learning or artificial intelligence system, model, or technology owned or operated by Agency, except with (a) Triple Whale's prior written consent and (b) the applicable Partner Shop's prior written consent. This restriction does not prohibit Agency from using third-party AI tools to analyze Partner Shop Data for the purpose of providing services to the Partner Shop, provided the Partner Shop has authorized such use and Agency complies with all other provisions of this Agreement.

10.4 INDEMNIFICATION FOR EXTERNAL DATA ROUTING. Agency shall indemnify, defend, and hold harmless Triple Whale and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Agency's transmission of Partner Shop Data to any External Service; (b) any External Service's use, processing, storage, or disclosure of Partner Shop Data; (c) Agency's failure to obtain proper authorization before transmitting data to an External Service; or (d) Agency's violation of any applicable law in connection with such transmission.

10.5 TRIPLE WHALE DISCLAIMER REGARDING EXTERNAL SERVICES. TRIPLE WHALE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY EXTERNAL SERVICE, INCLUDING ITS SECURITY, PRIVACY PRACTICES, DATA HANDLING, OR COMPLIANCE WITH APPLICABLE LAW. TRIPLE WHALE SHALL HAVE NO LIABILITY FOR ANY ACTS OR OMISSIONS OF ANY EXTERNAL SERVICE OR FOR ANY LOSS, DAMAGE, OR HARM ARISING FROM AGENCY'S USE OF OR RELIANCE ON ANY EXTERNAL SERVICE.

SECTION 11. ACCEPTABLE USE

11.1 General Standards. Agency shall use the Triple Whale Platform and all Partner Shop access in a professional manner consistent with applicable industry standards. Agency shall not engage in any activity that could harm, disable, overburden, or impair the Triple Whale Platform or its underlying infrastructure.

11.2 Prohibited Activities. Agency shall not, and shall not permit any third party to:

1. Use Partner Shop Data for any purpose other than the Authorized Purpose;
2. Access any Partner Shop account without valid Partner Shop Authorization;
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Triple Whale Platform;
4. Share Platform access credentials with unauthorized third parties;
5. Use the Triple Whale Platform to engage in any unlawful, fraudulent, or deceptive activity;
6. Misrepresent Agency's relationship with Triple Whale or the capabilities of the Triple Whale Platform;
7. Use automated means to access the Triple Whale Platform except through Triple Whale's approved APIs and integrations.

11.3 Subcontractors and Service Providers. Agency may engage subcontractors to facilitate its performance under this Agreement, provided that (a) Agency remains fully responsible for all acts and omissions of its subcontractors, (b) any breach by a subcontractor shall be deemed a breach by Agency, and (c) Agency shall ensure that each subcontractor is bound by written obligations at least as protective as those set forth in this Agreement.

11.4 Consequences of Violation. Triple Whale may, in its sole discretion, suspend or terminate Agency's access to the Triple Whale Platform, revoke any Partner Shop access, withhold Commissions, or take any other action Triple Whale deems appropriate. Triple Whale shall have no liability for any losses resulting from enforcement of this Section 11.4.

11.5 Future Features and Services. Triple Whale may release new features, tools, integrations, or capabilities on the Triple Whale Platform from time to time. Unless Triple Whale specifies that a particular feature requires separate terms or consent, all new features shall be governed by this Agreement. Agency's use of any new feature constitutes acceptance of this Agreement as applied to that feature.

SECTION 12. GENERAL PROVISIONS

12.1 ASSIGNMENT. Partner may not assign or transfer this Agreement, or any rights or obligations hereunder, without Triple Whale's prior written consent. Any attempted assignment in violation of this Section is void. Triple Whale may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with all schedules, policies, and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Triple Whale may amend this Agreement at any time by posting updated terms on the Triple Whale Platform or Program page and providing notice to Partner via email or the Platform. Continued participation in the Program following such notice constitutes acceptance of the amended terms.

12.3 NOTICES. All notices under this Agreement shall be delivered via email to the address associated with the party's account or through the Triple Whale Platform's notification mechanism. Notices are deemed received upon transmission.

12.4 FORCE MAJEURE. Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.

12.5 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Franklin County, Ohio, for any dispute arising out of or relating to this Agreement.

12.6 SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

12.7 INDEPENDENT CONTRACTORS. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

12.8 NON-EXCLUSIVITY. This Agreement is non-exclusive. Either party may enter into similar arrangements with third parties.

12.9 NO WAIVER. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

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