This Elementor Partner Program Agreement (this “Agreement”) is entered into by and between Elementor Ltd. (“Elementor”), and the entity or individual agreeing to participate in the Program (“Partner”). This Agreement becomes effective on the date the Partner submits its application to the Program and accepts these terms through the online enrollment process (the “Effective Date”). Elementor and Partner may be referred to herein collectively as the “Parties” or individually as a “Party.”
By enrolling in the Program, or by otherwise accessing the Partner Hub, the tab named agency in MyElementor, Partner accepts and agrees to be bound by the terms and conditions of this Agreement and any Exhibits attached hereto. If Partner is accepting this Agreement on behalf of an employer or other entity, Partner represents and warrants that it has full legal authority to bind such an entity to this Agreement, and references to “Partner” shall refer to such entity.
Elementor reserves the right to modify this Agreement from time to time. When material changes are made, Elementor will provide reasonable advance notice via email or through the Partner Hub. Continued participation in the Program following such modifications constitutes Partner’s acceptance of the updated terms. Changes shall not apply retroactively to benefits already earned prior to the effective date of the change.
Acceptance of the application and continued participation are at Elementor’s discretion; ‘Partner’ refers to an accepted participant, and tier and benefits are those applicable to such Partner as set out in the Partner Hub.
1. DEFINITIONS
“Claims” means claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees.
“Client” or “End Client” means an individual or entity that engages Partner for website design, development, or related services and for whom Partner procures or manages Elementor Products.
“Confidential Information” means any non-public business, technical, financial, or other information disclosed by one Party to the other in connection with this Agreement. For clarity, Elementor Confidential Information includes, without limitation, Revenue Share rates, pricing, discounts, and non-public details of the Program.
“Attributed Site” means a website built using Elementor Products that is linked to a Partner’s account within the Partner Hub.
“Elementor Collections” means the aggregate net revenue actually collected by Elementor from Clients’ subscriptions and purchases of Elementor Products that are attributable to Partner’s activity, excluding refunds, chargebacks, taxes, and payment processing fees.
“Elementor Products” means the software products, services, and subscriptions offered by Elementor that are designated as eligible for the Program in the Partner Hub (including the Revenue Share schedule and any related program materials published there). The list of Elementor Products for purposes of this Agreement may include, without limitation, certain offerings of Elementor Pro (Advanced Solo), Elementor One (One and One Agency), Elementor Hosting, and Elementor Enterprise solutions, as published in the Partner Hub from time to time. Elementor may add, remove, or modify which products qualify as Elementor Products under this Agreement by updating the Partner Hub, upon reasonable prior notice to Partner.
“Partner Badge” means the tier-specific or distinction badge granted by Elementor to Partner for use in marketing Partner’s participation in the Program.
“Partner Directory” means Elementor’s online directory listing participating Partners, accessible to potential clients seeking Elementor-skilled professionals.
“Partner Hub” means the online portal within MyElementor’s platform through which Partner accesses Program tools, tracks performance, manages Connected Sites, and views Program-related information.
“Program” means the Elementor Partner Program as described in this Agreement, including all associated tiers, benefits, and requirements.
“Qualifying Transaction” means a purchase, subscription, or renewal of an Elementor Product by a Client that is attributable to Partner’s activity, subject to the eligibility criteria as published in the Partner Hub.
“Revenue Share” means the percentage-based payments made by Elementor to Partner in respect of
Qualifying Transactions, as further described in Section 6 and in the applicable Revenue Share schedule published in the Partner Hub.
2. PROGRAM OVERVIEW
2.1 Purpose. The Elementor Partner Program enables qualified agencies and freelancers to grow their businesses by leveraging Elementor’s platform and products. The Program provides Partners with tools, benefits, and financial incentives designed to support their professional growth and deepen their engagement with Elementor’s ecosystem.
2.2 Enrollment. Admission to the Program is at Elementor’s sole discretion. To enroll, Partner must: (a) complete the online application form; (b) maintain an active Elementor One Agency subscription; (c) have at least ten (10) websites built using Elementor Products (Elementor One, Pro, or Hosting) within the last twelve (12) months, either connected to Partner’s subscriptions or Attributed Sites (websites built are 10 new domains / URLs connected to Elementor), and (d) meet the minimal the minimal threshold for Attributed Revenues. Elementor may reject any application or revoke enrollment at any time if Partner does not meet or maintain the eligibility criteria.
2.3 Tiers. The Program consists of tiered levels, each with specific requirements and benefits. The current tiers, qualification criteria, and associated benefits are described in the Partner Hub. Elementor may add, modify, or remove tiers, criteria, or benefits at its sole discretion, subject to reasonable prior notice to Partner.
3. PARTNER RESPONSIBILITIES
3.1 Professional Standards. Partner shall provide professional, competent, and ethical services to its Clients. Partner is solely responsible for its relationship with Clients, including all communications, service delivery, billing, and support. Partner will not imply any employment, certification, or endorsement by Elementor unless expressly authorized to do so under this Agreement.
3.2 Compliance with Laws. Partner will comply with all applicable laws in its performance under this Agreement, including without limitation data protection and privacy laws (such as the GDPR, CCPA, and the Israeli Protection of Privacy Law, 5741-1981), anti-bribery and corruption laws, and consumer protection laws.
3.3 Accurate Information. Partner shall ensure that all registration and profile information provided to Elementor is complete, accurate, and kept up to date. Partner is responsible for all activity that occurs through Partner’s account credentials and shall maintain the confidentiality of any login credentials.
3.4 Program Requirements. Partner shall continuously meet the minimum requirements for its applicable tier as set forth in the Partner Hub. Failure to meet or maintain tier requirements may result in the automatic loss of tier status and associated benefits, in accordance with Section 6.4, or removal from the Program, in accordance with Section 9.8.
3.5 Marketing Conduct. Partner will not: (a) make any false, misleading, or disparaging statements about Elementor or its products; (b) engage in aggressive, deceptive, or unlawful marketing practices in connection with Elementor; or (c) send unsolicited communications on behalf of Elementor.
3.6 Client Referral Obligations. Where Partner receives introductions to potential clients from Elementor, Partner shall: (a) respond to the potential client within two (2) business days of the introduction by initiating an email or telephone outreach, which shall be logged in the Partner Hub; (b) provide information outlining Partner’s services and pricing; and (c) accept reasonable requests for calls or meetings to progress the potential engagement.
4. ELEMENTOR RESPONSIBILITIES
4.1 Program Delivery. Elementor shall make commercially reasonable efforts to deliver the Program benefits corresponding to Partner’s tier, as described in the Partner Hub. Elementor reserves the right to modify, suspend, or discontinue any Program benefit at any time with reasonable prior notice.
4.2 Partner Hub. Elementor shall provide Partner with access to the Partner Hub, enabling Partner to manage Attributed Sites, track performance metrics, access training and marketing materials, and view financial information.
4.3 Support. Elementor shall provide Partner with the level of customer support corresponding to Partner’s tier as described in the Partner Hub, which may include preferred priority support, and Partner Managers.
4.4 Client Introductions. Subject to Partner’s tier eligibility, Elementor may refer or introduce potential client opportunities to Partner. After any such introduction, Elementor shall not be responsible for management or participation in the resulting relationship between the client and Partner. Elementor makes no guarantee as to the volume, quality, or conversion of any such introductions.
4.5 Reporting. Elementor shall make available through the Partner Hub reasonable reporting on Partner’s Attributed Sites, Qualifying Transactions, and accrued Revenue Share. Elementor shall make quarterly Revenue Share statements available for download through the Partner Hub within forty-five (45) days following the end of each calendar quarter.
5. INTELLECTUAL PROPERTY
5.1 Ownership. Each Party retains all right, title, and interest in and to its respective intellectual property. Nothing in this Agreement transfers or assigns any intellectual property rights from one Party to the other, except for the limited licenses expressly granted herein.
5.2 License to Use Partner Materials. Partner grants Elementor a non-exclusive, worldwide, royalty-free, sublicensable license to use, record, reproduce, and display Partner’s name, logo, trademarks, and screenshots or images of Partner’s website(s) and portfolio work as well as any voluntarily submitted written testimonials, video recordings, quotes, voice, image, likeness, and social media or agency profiles (collectively, “Partner Materials”, including Attributed Sites) for the purposes of listing Partner in the Partner Directory, marketing and promoting the Program, creating case studies and promotional materials, and any other commercial purposes reasonably related to the Program (including broadcasting across all platforms, social media, and paid advertising indefinitely). Partner hereby grants Elementor permission to tag Partner’s social media accounts in connection with such posts. Partner further authorizes Elementor to edit, crop, remix, or otherwise alter the Partner Materials at Elementor’s sole discretion, with no obligation to seek Partner’s prior approval or to use the Partner Materials in any form. Partner acknowledges that no additional compensation shall be due for any such use. Partner shall provide assistance as reasonably requested to participate in such marketing activities.
5.3 Partner Badges. Elementor may provide Partner with tier-specific Partner Badges for use in Partner’s marketing materials. Partner may use Partner Badges solely in accordance with Elementor’s guidelines and only for so long as Partner maintains the applicable tier status. Upon loss of tier status pursuant to Section 6.4, tier downgrade, or termination, Partner must immediately cease all use of the corresponding Partner Badges.
5.4 Restrictions. Partner shall not: (a) challenge or contest Elementor’s ownership of any Elementor intellectual property; (b) register or attempt to register any trademark, domain name, or social media handle that incorporates Elementor’s trademarks; or (c) compete with Elementor’s own sales efforts by purchasing keywords in paid search advertising without prior written consent.
5.5 Feedback. If Partner provides Elementor with any suggestions, ideas, or feedback regarding the Program or Elementor Products (“Feedback”), Elementor shall have the unrestricted right to use, modify, and incorporate such Feedback without obligation or compensation to Partner.
6. REVENUE SHARE AND PAYMENTS
6.1 Revenue Share. Partner may earn Revenue Share on Qualifying Transactions in accordance with the Revenue Share schedule published in the Partner Hub. Revenue Share rates and eligibility criteria vary by Partner’s tier and the type of Elementor Product involved, as specified in the Partner Hub.
6.2 Qualifying Transactions. Revenue Share is calculated on Elementor Collections attributable to Partner’s activity, meaning the net amounts actually collected by Elementor from Client subscriptions and purchases, after deducting refunds, chargebacks, applicable taxes, and payment processing fees. Revenue Share is payable only on active Client subscriptions. Partner’s own subscriptions (including Pro multiple website subscriptions, Elementor One Agency subscriptions, and Hosting multiple website subscriptions) are excluded from Revenue Share calculations. Partner shall not interfere with, manipulate, or circumvent Elementor’s attribution or tracking mechanisms. Elementor’s tracking systems shall be the authoritative record for determining Qualifying Transactions and the attribution thereof, absent manifest error. Revenue Share on renewals or other future transactions is earned only when Partner retains the tier and eligibility criteria in effect at the time of such renewal or transaction. If Partner loses tier status or ceases to participate in the Program, Partner is not entitled to Revenue Share on any renewals or transactions that occur after such loss or cessation. This applies regardless of whether Partner would have met the applicable tier or eligibility criteria if Partner had retained tier status or remained in the Program.
6.3 Payment Schedule. Revenue Share payments shall be made on a quarterly basis, within forty-five (45) days following the end of each calendar quarter. The minimum accrued Revenue Share threshold, as published in the Partner Hub, must be reached before payment is issued. If the threshold is not met in a given quarter, the balance will carry forward to the next quarter.
6.4 Tier Evaluation and Re-Qualification. Partner’s tier status is evaluated on a rolling twelve (12) month basis. At the conclusion of each evaluation period, if Partner does not meet the minimum requirements for its current tier as published in the Partner Hub at that time, Partner shall automatically lose its current tier status, including the associated Partner Badge and all tier-specific benefits (such as preferred priority support, Partner Directory listing, and any other benefits corresponding to that tier). Partner’s tier status shall be adjusted to the highest tier for which Partner meets the then-current minimum requirements. Such adjustment may include downgrade to the applied or to a lower tier. All benefits and Revenue Share eligibility (if any) under this Agreement are determined solely by Partner’s current tier status as so adjusted.
To regain a higher tier, Partner must satisfy the minimum requirements for that tier as currently published in the Partner Hub at the time of re-qualification. For the avoidance of doubt, tier evaluation is automatic based on Partner’s activity as reflected in Elementor’s tracking systems, and Partner may monitor its progress toward tier requirements through the Partner Hub.
6.5 Payment Method. Payments will be made via the payment method specified in the Partner Hub. Partner is responsible for providing accurate payment information and for any fees charged by Partner’s payment provider or bank. Elementor shall issue payments in U.S. dollars unless otherwise agreed in writing.
6.6 Taxes. Partner is solely responsible for all taxes, duties, and similar governmental assessments arising from Revenue Share payments. Revenue Share amounts are exclusive of all taxes. Where required by law, Elementor may deduct or withhold applicable taxes from payments. Partner shall provide any tax documentation reasonably requested by Elementor (including W-8/W-9 forms or equivalent local tax forms) within ninety (90) days of Elementor’s request or within ninety (90) days of enrollment in the Program, whichever is earlier. If Partner fails to provide the required tax documentation within such period, Elementor may withhold Revenue Share payments until the documentation is received. Any Revenue Share that remains undeliverable solely due to Partner’s failure to provide required tax documentation for a period exceeding twelve (12) months from the date it first became payable shall be treated as unclaimed and handled in accordance with applicable unclaimed property laws. If Partner provides the required documentation after such twelve (12) month period, Elementor shall make commercially reasonable efforts to process the payment, but shall not be obligated to do so.
6.7 Partner Reporting Rights. Elementor shall maintain accurate records of Qualifying Transactions and Revenue Share calculations for a period of at least 90 days or such longer period if required by applicable law.
Upon Partner’s written request, made no more than once per calendar year, Elementor shall provide a detailed transaction-level report of all Qualifying Transactions attributed to Partner for the preceding twelve (12) month period, including: (a) the number and type of Qualifying Transactions; (b) the Elementor Collections associated with each; and (c) the Revenue Share calculated thereon. Any disputes regarding Revenue Share calculations must be raised in writing within ninety (90) days of the applicable payment date. If the Parties are unable to resolve a Revenue Share dispute within thirty (30) days of Partner’s written notice, either Party may escalate the matter to senior management of each Party for resolution. Disputes not raised within the ninety (90) day period are deemed waived.
6.8 Changes to Revenue Share. Elementor may modify Revenue Share rates and eligibility criteria by updating the Revenue Share schedule in the Partner Hub, upon reasonable prior written notice to Partner. Any such changes shall apply prospectively and shall not affect Revenue Share already earned prior to the effective date of the change.
6.9 Refunds and Chargebacks. If a Client receives a refund or initiates a chargeback for an Elementor Product that was the subject of a Qualifying Transaction, Elementor may deduct the corresponding Revenue Share amount from Partner’s accrued balance or offset it against future Revenue Share payments.
7. CONFIDENTIALITY
7.1 Obligations. Each Party will hold the other Party’s Confidential Information in strict confidence and will not disclose it to third parties or use it for any purpose other than as necessary to perform under this Agreement. Each Party shall protect the other’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than commercially reasonable care.
7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is received from a third party without restriction on disclosure; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
7.3 Required Disclosures. A Party may disclose Confidential Information to the extent required by Applicable Law, regulation, or court order, provided that the disclosing Party provides prompt prior written notice to the other Party (to the extent legally permitted) and cooperates in any effort to obtain confidential treatment.
7.4 Survival. The obligations under this Section 7 shall survive the expiration or termination of this Agreement for a period of three (3) years. Upon termination, each Party shall, at the other Party’s request, return or destroy all Confidential Information of the other Party in its possession.
8. DATA PROTECTION AND PRIVACY
8.1 Client Information. Elementor may provide Partner with Lead Information for potential clients who have expressed interest in Partner’s services. Partner will use Lead Information solely to communicate with the potential client regarding the specific services identified by Elementor. Any other use of Lead Information, including marketing unrelated services, is prohibited. Elementor makes no representations regarding the accuracy or completeness of Lead Information.
8.2 Privacy Compliance. Each Party shall comply with all applicable data protection laws and regulations, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable laws, in connection with any personal data processed under or in connection with this Agreement.
8.3 Independent Controllers. To the extent that each Party processes personal data of the other Party’s users or contacts in connection with this Agreement, each Party acts as an independent data controller. Neither Party shall process such personal data as a joint controller with the other Party.
8.4 Privacy Policy. Partner shall maintain and comply with a comprehensive privacy policy that complies with applicable laws. Partner shall make such privacy policy readily available to its Clients and end users.
8.5 Security. Partner shall implement appropriate technical and organizational measures to protect any personal data or Lead Information received from Elementor against unauthorized access, loss, destruction, or alteration. Partner shall promptly notify Elementor of any actual or suspected data security breach involving data received from Elementor.
9. TERM AND TERMINATION
9.1 Term. This Agreement commences on the Effective Date and continues for an initial period of one (1) year (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for consecutive one-year renewal periods (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless terminated earlier in accordance with this Section 9.
9.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.
9.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course.
9.4 Termination by Elementor. Elementor may terminate this Agreement or suspend Partner’s participation in the Program as follows:
(a) Immediately, without cure period, in the event of Partner’s fraud, misrepresentation, illegal conduct, or material violation of data protection obligations under Section 8;
(b) With investigation and response period, in the event Elementor receives a client complaint that Elementor, acting reasonably, deems credible and material. In such event, Elementor may immediately suspend Partner’s participation in the Program and shall provide Partner with written notice specifying the nature of the complaint. Partner shall have five (5) business days from the date of such notice to provide a written response. If, after reasonable investigation and consideration of Partner’s response, Elementor determines that the complaint is substantiated, Elementor may terminate this Agreement effective upon written notice to Partner. If Elementor determines the complaint is not substantiated, the suspension shall be lifted promptly;
(c) Upon written notice, if Partner fails to meet the minimum tier requirements as set forth in the Partner Hub;
(d) With suspension and cure period, in the event of Partner conduct that, in Elementor’s reasonable judgment, harms or threatens to harm Elementor’s brand or reputation. In such event, Elementor may immediately suspend Partner’s participation in the Program and shall provide Partner with written notice specifying the conduct at issue. Partner shall have fifteen (15) days from the date of such notice to cure or remedy the conduct to Elementor’s reasonable satisfaction. If Partner fails to cure within the fifteen (15) day period, Elementor may terminate this Agreement effective upon written notice to Partner. If the conduct is cured to Elementor’s reasonable satisfaction, the suspension shall be lifted promptly.
9.5 Suspension. In addition to the specific suspension rights set forth in Section 9.4, Elementor may suspend Partner’s access to the Program, in whole or in part, if Elementor reasonably believes that Partner has violated this Agreement or engaged in conduct that could harm Elementor or its users. Such suspension may continue until the issue is resolved to Elementor’s reasonable satisfaction. Elementor shall provide written notice of any suspension and the reasons therefore.
9.6 Effect of Termination. Upon termination or expiration of this Agreement: (a) each Party shall return or destroy the other Party’s Confidential Information; and (b) Partner shall remove all references to the Program from Partner’s website and marketing materials within fourteen (14) days.
9.7 Accrued Revenue Share. Termination shall not affect Partner’s right to receive Revenue Share that has accrued prior to the effective date of termination, provided that: (a) such amounts exceed the minimum payment threshold; (b) Partner is not in material breach of this Agreement; and (c) Partner has provided all required tax documentation pursuant to Section 6.6. Elementor shall pay any accrued Revenue Share within ninety (90) days following the effective date of termination, subject to Elementor’s right to withhold amounts in connection with pending refunds or chargebacks for a period of up to six (6) months.
9.8 Tier Adjustment. Partner’s tier status is subject to automatic evaluation and adjustment in accordance with Section 6.4 (Tier Evaluation and Re-Qualification). A change in tier status does not constitute termination of this Agreement, and Partner shall remain enrolled in the Program at the applicable tier level for which Partner meets the then-current minimum requirements.
10. WARRANTIES AND DISCLAIMERS
10.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (c) the execution of this Agreement does not conflict with any other agreement to which it is bound; and (d) it will comply with all applicable laws in its performance under this Agreement.
10.2 Partner Warranties. Partner additionally represents and warrants that: (a) it will perform services to Clients in a professional, competent, and timely manner; (b) it will not engage in any activity that could harm Elementor’s reputation or brand; (c) it has all necessary rights, licenses, and consents to participate in the Program; and (d) all information provided to Elementor in connection with Partner’s enrollment and ongoing participation is true, accurate, and complete.
10.3 No Third-Party Warranties. Neither Party may make any warranties or representations to third parties on the other Party’s behalf. Partner shall not make any representations, guarantees, or warranties concerning Elementor Products to any Client or third party.
10.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE PROGRAM, THE PARTNER HUB, AND ALL MATERIALS PROVIDED THEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ELEMENTOR MAKES NO ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ELEMENTOR DOES NOT WARRANT THAT THE PROGRAM OR PARTNER HUB WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT GUARANTEE ANY SPECIFIC LEVEL OF REVENUE, CLIENTS, OR BUSINESS RESULTS.
11. INDEMNIFICATION
11.1 By Partner. Partner shall indemnify, defend, and hold harmless Elementor and its officers, directors, employees, and agents from and against any Claims arising from or relating to: (a) Partner’s breach of this Agreement; (b) Partner’s relationship with any Client, including the services Partner provides to such Client; (c) the infringement or misappropriation of any third party’s intellectual property rights by Partner; or (d) Partner’s negligence or willful misconduct.
11.2 By Elementor. Elementor shall indemnify, defend, and hold harmless Partner from and against any Claims arising from or relating to infringement by Elementor’s materials of a third party’s intellectual property rights, provided Partner’s use thereof complied with this Agreement.
11.3 Procedure. The indemnified Party shall: (a) provide prompt written notice of any Claim to the indemnifying Party (provided that failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent it has been prejudiced by such failure); (b) grant the indemnifying Party sole control of the defense and settlement of any such Claim; and (c) cooperate with the indemnifying Party at the indemnifying Party’s expense. The indemnifying Party shall not enter into any settlement that imposes obligations on the indemnified Party without the indemnified Party’s prior written consent. The indemnified Party may participate in the defense at its own expense.
11.4 Exclusive Remedy. This Section 11 states the indemnifying Party’s sole liability to the indemnified Party, and the indemnified Party’s exclusive remedy against the indemnifying Party, for any Claims described in this Section 11.
12. LIMITATION OF LIABILITY
12.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap. EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIALITY), CLAIMS UNDER SECTION 11 (INDEMNIFICATION), OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL REVENUE SHARE ACTUALLY PAID OR PAYABLE TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).
12.3 No Liability for Client Services. For the avoidance of doubt, Elementor shall not be liable under this Agreement for any damages arising from services Partner provides to any Client, whether such services are provided in connection with the Program or otherwise.
12.4 Carve-Outs. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 SHALL NOT APPLY TO: PARTNER’S BREACH OF SECTION 3 (PARTNER RESPONSIBILITIES); A PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY); A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW; OR PARTNER’S INFRINGEMENT OF ELEMENTOR’S INTELLECTUAL PROPERTY RIGHTS.
13. GENERAL PROVISIONS
13.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, or employment relationship. Neither Party has the authority to bind the other or to incur obligations on the other’s behalf. Partner is not authorized to make commitments, warranties, or representations on Elementor’s behalf to any Client or third party, and no Client shall have any legal privity with Elementor by virtue of Partner’s participation in the Program.
13.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld, except that either Party may assign this Agreement without consent to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the successor agrees to assume all obligations under this Agreement. Notwithstanding the foregoing, if Partner is acquired by or undergoes a change of control in favor of a direct competitor of Elementor, Elementor may, at its election, terminate this Agreement immediately upon written notice.
13.3 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles.
(a) Injunctive Relief and IP Disputes. Any dispute relating to intellectual property, Confidential Information, or any claim for which a Party seeks injunctive or equitable relief shall be subject to the exclusive jurisdiction of the competent courts in Tel Aviv-Jaffa, Israel.
(b) Payment and Revenue Share Disputes. Any dispute relating solely to Revenue Share payments, Qualifying Transaction attribution, or other payment-related matters under Section 6 may, at the election of either Party, be resolved by binding arbitration. Such arbitration shall be conducted in English, administered remotely by a single arbitrator under the rules of the ICC International Court of Arbitration (or such other internationally recognized arbitration body as the Parties may agree). The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
(c) All Other Disputes. For all other disputes not covered by Section 13.3(a) or 13.3(b), the Parties agree to submit to the exclusive jurisdiction of the competent courts in Tel Aviv-Jaffa, Israel.
(d) Good-Faith Negotiation. Prior to initiating any legal proceeding or arbitration under this Section 13.3, the Parties agree to first attempt to resolve the dispute through good-faith negotiations for a period of thirty (30) days, commencing upon written notice from one Party to the other.
13.4 Notices. All notices under this Agreement must be in writing and in English. Notices to Partner will be sent to the email address associated with Partner’s account in the Partner Hub or through the Partner Hub. Notices to Elementor shall be sent to: Elementor Ltd., 40 Tuval Street, Ramat Gan, Israel, Attn: Legal Department, with a copy to [email protected].
13.5 Entire Agreement. This Agreement, including all Exhibits and any policies published in the Partner Hub and incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral, relating to such subject matter.
13.6 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
13.7 Waiver. No delay or failure by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right under this Agreement. Any waiver must be in writing and signed by the waiving Party.
13.8 Force Majeure. Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the Party’s reasonable control, including acts of God, war, terrorism, pandemic, natural disaster, government action, or internet or telecommunications failure, provided the affected Party promptly notifies the other Party of the force majeure event.
13.9 No Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person or entity other than the Parties any right, benefit, or remedy.
13.10 Survival. The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 5.1 (Ownership), 5.4 (Restrictions), 6.6 (Taxes), 6.7 (Partner Reporting Rights), 7 (Confidentiality), 8 (Data Protection and Privacy), 10.4 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Provisions).
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By enrolling in the Elementor Partner Program and accepting this Agreement, Partner acknowledges that it has read, understood, and agrees to be bound by all terms and conditions set forth herein and the commercial terms published in the Partner Hub.