This Level Access Partner Program Agreement (“Agreement”) is made between Level Access, Inc. (“Level Access”) and the organization seeking to enroll in the Level Access Partner Program or access the associated partner portal (“Partner”). By applying to join the Program or using the Partner Portal, Partner agrees to be bound by the terms set out in this Agreement. The Agreement becomes effective on the earliest date that Partner (i) indicates acceptance through an online prompt, or (ii) accesses the partner portal or any Program resources (“Effective Date”).
- Program Overview
This Agreement governs Partner’s participation in the Level Access Partner Program (“Program”). Acceptance is at Level Access’s discretion and may be conditioned on onboarding, enablement, and compliance requirements communicated via the Program portal.
- Participation & Eligibility
- Approval. Participation begins only after written approval from Level Access. Placement in tiers (e.g., Referral, Technology, Solution) may change based on activity, performance, and compliance.
- No Agency or Authority. Partner is independent and has no authority to bind Level Access. Partner may not make representations, warranties, commitments, pricing promises, or other statements on Level Access’s behalf unless expressly approved by Level Access in writing.
- Non Exclusivity. Participation in the Program is non exclusive. Level Access may engage with other partners, resellers, or technology providers at any time. Nothing in this Agreement grants Partner exclusivity, category preference, or guaranteed opportunities.
- Responsibilities
- Conduct. Partner will operate ethically and comply with applicable laws, including anti-corruption, export controls, and data-protection laws.
- Program Materials. Level Access may provide training, documentation, brand assets, pricing, and other materials (“Program Materials”). Partner may use Program Materials solely for Program purposes and must follow Level Access’s usage instructions.
- Confidentiality. Partner must maintain confidentiality as required under the Parties’ Mutual NDA. Program participation is contingent on compliance with the NDA.
- Access and Communications. The Partner is expected to review the Portal on a routine basis to stay informed of any communications, notices, or updates relating to policies, operational guidelines, or recommended practices. Access to the Portal is provided as a component of the Program, and all use of the Portal must adhere to the requirements set out in this Agreement. Any actions taken within the Portal by individuals using the Partner’s login details, or by anyone acting on the Partner’s behalf in connection with the Program, will be considered the responsibility of the Partner. To that end, the Partner must strictly protect its authentication information and may allow only authorized personnel to use it for Portal access.
- Referrals & Lead Handling
- Submission. Partner may submit potential opportunities (“Leads”) through the Program portal as instructed. Submission does not obligate Level Access to accept a Lead.
- Acceptance. A Lead is accepted only when Level Access confirms acceptance in writing or via the portal. Unaccepted Leads confer no rights.
- Customer Contracting. All customers purchasing Level Access offerings must contract under Level Access’s then-current Master Services Agreement (“MSA”). Partner is not authorized to negotiate, interpret, or modify the MSA on Level Access’s behalf.
- Lead Data. Before submitting any Lead Data to Level Access, Partner will ensure it has obtained all notices, authorizations, and permissions required under applicable law to provide such Lead Data to Level Access and to permit Level Access to contact, process, and use such Lead Data for Program purposes. Upon request, Partner will furnish reasonable evidence demonstrating its compliance with these requirements.
- Review and Verification. Level Access may review Partner’s processes for collecting and submitting Lead Data to verify compliance with law and this Agreement. Partner will reasonably cooperate with Level Access in connection with any such review. Level Access may decline to use or delete any Lead Data it determines was collected without adequate permissions, notice, or compliance.
- Enablement & Benefits
Level Access may, in its discretion, provide enablement (training, sandbox/demo access, marketing resources). Benefits may change; updates will be communicated via the portal or email. Partner obtains no IP rights beyond those expressly granted. Level Access may suspend or adjust any Program benefits, incentives, or enablement resources if Partner fails to meet Program requirements, engages in conduct that may pose operational or reputational risk, or violates applicable law or this Agreement.
- Marketing & Brand Use
- License. Level Access grants a limited, non-exclusive, revocable license to use approved Level Access marks solely to identify Partner as a Level Access partner.
- Restrictions. Partner may not (a) alter or create derivative works of Level Access marks; (b) use branding in a misleading or defamatory way; (c) imply endorsements or commitments not granted; or (d) publish co-marketing materials without prior written approval.
- Identification of Partner. Partner grants Level Access a limited, non exclusive right to use Partner’s name and logo for the purpose of identifying Partner as a Program participant, including on Level Access’s websites, partner listings, and marketing materials. Any such use will follow Partner’s provided brand usage guidelines, if supplied. Upon termination, Level Access will make commercially reasonable efforts to remove references to Partner within a reasonable period.
- Feedback License. If Partner or its personnel provide suggestions, recommendations, or other feedback regarding Level Access products, services, or the Program (“Feedback”), Level Access may use and incorporate such Feedback without restriction or obligation. Feedback will not be treated as Partner Confidential Information.
- Data Protection & Security
Partner will comply with applicable privacy and data-protection laws. Lead data shared under the Program must be collected and processed lawfully. If Level Access provides sandbox or test environments, Partner may not scan, stress-test, reverse engineer any of those environments. Partner may not use any sandbox, demonstration, or test environment provided by Level Access to perform competitive analysis, security probing, traffic load testing, or other activities intended to evaluate system performance or architecture except as explicitly authorized in writing by Level Access.
- Intellectual Property
Each party retains all rights to its intellectual property. No rights are transferred except as expressly granted. Partner may not reverse engineer or attempt to derive source code from any Level Access offering. Partner may not attempt to access, copy, reproduce, decompile, extract, or otherwise use any Level Access technology, software, or platform functionality except as expressly permitted under this Agreement.
- Term & Termination
- Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.
- Termination. Either party may terminate at any time upon written notice. Level Access may immediately suspend or terminate participation for breach, misrepresentation, ethical violations, or activities that create risk to Level Access or its customers.
- Effect. Upon termination, Partner must cease use of Level Access marks and Program Materials; portal access will end; confidentiality obligations continue per the NDA.
- Suspension Rights. Level Access may immediately suspend Partner’s participation in the Program, access to the Portal, or receipt of Program benefits if Level Access reasonably determines that Partner has engaged in conduct that creates legal, financial, security, compliance, or reputational risk.
- Disclaimers & Liability
- Program and Program Materials are provided “as is.” Level Access disclaims all implied warranties to the fullest extent permitted by law. To the maximum extent permitted by law, Level Access will not be liable for indirect, incidental, special, consequential, or punitive damages. Level Access’s aggregate liability under this Agreement is capped at $100 USD.
- Customer Access. Partner shall not provide, permit, or facilitate any third party (“Customer”) access to or use of the Level Access platform, services, or related offerings unless and until such Customer has entered into Level Access’s then current Master Services Agreement (“MSA”), available at https://www.levelaccess.com/level-access-master-services-agreement-msa/. No Customer obtains any rights under this Agreement, and any access provided without an executed MSA is prohibited and constitutes a material breach.
- Partner will defend, indemnify, and hold harmless Level Access and its affiliates, along with their officers, directors, employees, and agents, from any third party claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of:
- Partner’s breach of this Agreement;
- Partner’s collection, submission, or handling of Lead Data;
- Partner’s unauthorized or inaccurate marketing statements about Level Access; or
- Partner’s violation of applicable law.
Level Access will provide prompt notice of any claim and reasonable cooperation.
- General Provisions
- Assignment: Neither party may assign this Agreement without the other’s prior consent, except either party may assign to (a) an affiliate, or (b) a successor in connection with a merger, acquisition, or sale of substantially all assets.
- Force Majeure. Neither party is liable for delays or failures to perform obligations (except confidentiality or data protection obligations) caused by events beyond reasonable control, including natural disasters, acts of government, labor disputes, infrastructure failures, or widespread service outages.
- Injunctive Relief: Receiving Party acknowledges that Disclosing Party may not have an adequate remedy at law in the event that Receiving Party breaches this Agreement, and that Disclosing Party may suffer irreparable harm in such event. Receiving Party agrees that Disclosing Party, in addition to any other available rights and remedies, shall be entitled to specific performance or an injunctive relief to prevent or restrain Receiving Party from committing or continuing any violation of this Agreement, without proof of actual damages.
- Waiver: The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected.
- Amendments: This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
- Non Solicitation. During the term of this Agreement and for twelve (12) months thereafter, Partner will not, without Level Access’s prior written consent, directly solicit for employment or engagement any individual who, during the preceding twelve (12) months, was an employee of Level Access and materially involved in activities relating to this Agreement. This restriction does not prohibit general, non targeted job postings or the hiring of any individual who independently seeks employment without prior solicitation by Partner.
- Survival. Sections concerning confidentiality, data protection, limitations of liability, indemnification, restrictions on use, intellectual property, Lead Data handling, and any provisions that by nature should survive termination will continue in effect after termination.
- Governing Law: This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts-of-law rules. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for all disputes arising out of or relating to this Agreement.
- Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to the subject matter and supersedes all prior and contemporaneous discussions and writings. This Agreement may be executed electronically and in counterparts, each of which is deemed original, all of which together constitute one instrument.