Partner Program Agreement

Last Modified: June 24, 2026

PLEASE READ THIS PARTNER PROGRAM AGREEMENT CAREFULLY.

This Partner Program Agreement (this "Agreement") is a binding contract between you and LAIW PTY LTD (ACN 667 737 251) ("Odella", "we", "us", or "our"). It governs your participation in any Odella partner, affiliate, creator, marketplace, implementation, onboarding, consulting, customer success, referral, or revenue share program (collectively, the "Partner Program").

By applying for, accessing, or participating in the Partner Program, using the Partner Portal, submitting Marketplace Assets, referring customers, providing customer services, or accepting any Commission or Revenue Share, you agree to this Agreement, the Odella Terms of Use, Privacy Policy, Usage Policies, any applicable Program Policies, and any written onboarding terms, order form, statement of work, or partner addendum accepted by Odella (collectively, the "Program Terms"). If there is a conflict, the written onboarding terms or partner addendum signed or expressly approved by Odella will control for that specific matter, and this Agreement will control for all other matters.

We may approve, reject, suspend, or terminate participation in the Partner Program at our discretion. Participation is a privilege, not a right.

1. Definitions

"Affiliate" means a participant approved by Odella to promote Odella and refer prospective customers primarily through marketing, content, audience, community, or referral activity.

"Affiliate Link" means a unique referral link, code, tracking URL, or other attribution mechanism made available by Odella or the Partner Portal.

"Applicable Law" means all laws, regulations, rules, industry codes, privacy obligations, consumer protection laws, advertising rules, sanctions requirements, and platform terms that apply to you, Odella, customers, prospects, Marketplace Assets, or Partner Program activity.

"Commission" means an amount payable to an Affiliate or Partner under this Agreement, the Partner Portal, or written onboarding terms.

"Creator" means a participant approved by Odella to create, publish, submit, maintain, or support Marketplace Assets.

"Customer" means a person or entity that uses, subscribes to, purchases, or evaluates Odella products or services.

"Customer Account" means a Customer's Odella workspace, tenant, account, data, configuration, AI Employees, workflows, integrations, tools, billing settings, permissions, secrets, credentials, or related systems.

"Customer Data" has the meaning given in the Odella Terms of Use and includes any data, content, credentials, business information, personal information, or confidential information available through a Customer Account.

"Eligible Revenue" means revenue actually received by Odella from an eligible Customer transaction or eligible Marketplace Asset usage, less taxes, refunds, chargebacks, credits, discounts, payment processing fees, marketplace fees, third-party pass-through costs, professional services, enterprise services, implementation services, support services, and any other excluded amounts identified by Odella or the applicable Program Terms.

"Marketplace Asset" means any AI Employee, template, workflow, prompt, configuration, integration package, automation, connector, dataset, documentation, implementation guide, or other asset submitted to or distributed through an Odella marketplace, gallery, catalogue, partner channel, or similar distribution surface.

"Partner" means a participant approved by Odella to provide consulting, onboarding, implementation, configuration, training, customer success, managed services, or related services to Customers.

"Partner Portal" means the portal made available at partners.odella.ai or any successor portal, dashboard, affiliate tool, marketplace dashboard, payment system, or partner management system used by Odella.

"Program Policies" means any policies, rules, documentation, instructions, eligibility requirements, brand guidelines, marketplace rules, payment terms, security requirements, support requirements, or other requirements published by Odella or made available through the Partner Portal.

"Revenue Share" means an amount payable to a Creator, Partner, or Affiliate based on Eligible Revenue, as determined under this Agreement, the Partner Portal, or written onboarding terms.

"You" means the individual or entity participating in the Partner Program, including any Affiliate, Creator, Partner, employee, contractor, representative, or person acting on your behalf.

2. Partner Program Tracks

Odella may make available one or more Partner Program tracks. You may participate only in the tracks for which Odella has approved you.

2.1 Affiliate Track

Affiliates promote Odella and refer prospective customers. Affiliates are focused on marketing, distribution, education, audience engagement, content, community promotion, and referral activity.

Subject to this Agreement and the applicable Program Terms, an Affiliate may receive a Revenue Share or Commission for eligible Customers attributed to the Affiliate through an approved Affiliate Link or other attribution method accepted by Odella.

Unless different written terms are agreed during onboarding, Affiliate revenue share is limited to eligible subscription revenue received by Odella during the first twelve (12) months after the referred Customer's first paid subscription begins. Affiliate revenue share does not apply to professional services, implementation services, enterprise services, marketplace fees, taxes, refunds, chargebacks, credits, discounts, or other excluded amounts.

2.2 Partner Track

Partners provide direct services to Customers, including consulting, onboarding, implementation, configuration, training, customer success, managed services, and ongoing account management.

Subject to this Agreement and the applicable Program Terms, a Partner may receive a Revenue Share or Commission where Odella determines there is sufficient evidence that the Partner directly supported the Customer's onboarding, configuration, implementation, customer success journey, or ongoing account management.

Partner revenue share is not automatic merely because a Partner introduced a Customer, had a relationship with a Customer, or was listed on an account. To qualify, the Partner must remain actively involved in managing, supporting, or improving the Customer Account and must provide evidence reasonably requested by Odella, which may include implementation notes, Customer confirmation, meeting records, support logs, configuration history, project plans, success plans, or Partner Portal activity.

Odella may reduce, suspend, reassign, or terminate Partner revenue share if the Partner stops actively managing the Customer Account, fails to provide adequate support, breaches this Agreement, loses Customer authorization, or if Odella reasonably determines that payment is no longer justified.

2.3 Creator Track

Creators create Marketplace Assets for use by Customers. Marketplace Assets may be listed, distributed, promoted, sold, licensed, bundled, modified, removed, or otherwise made available by Odella through the marketplace or other channels.

Subject to this Agreement and the applicable Program Terms, a Creator may receive Revenue Share based on Eligible Revenue connected to Marketplace Assets the Creator creates and Odella approves. Creator revenue share rates, duration, attribution rules, payment thresholds, and any exclusivity requirements will be determined during onboarding, in the Partner Portal, or in separate written terms accepted by Odella.

Creator revenue share applies only to Eligible Revenue Odella determines is directly attributable to the relevant Marketplace Asset. No Revenue Share is owed for free usage, internal testing, promotional credits, refunds, chargebacks, fraudulent usage, disputed payments, usage not tracked by Odella, or revenue not actually received by Odella.

3. Application, Approval, and Account Registration

You must provide accurate, current, and complete information when applying for or participating in the Partner Program. Odella may require identity verification, business verification, tax forms, payment information, sanctions screening, security review, certification, training, Customer references, or additional onboarding steps.

Odella may accept or reject any application at its discretion. Approval for one track does not guarantee approval for any other track. Odella may change eligibility criteria, Program Policies, revenue share rates, benefits, or available tracks at any time.

You are responsible for all activity under your Partner Portal account. You must keep login credentials secure, use multi-factor authentication where available, promptly notify Odella of suspected compromise, and ensure that your employees, contractors, and representatives comply with this Agreement.

4. Partner Portal

Odella may provide access to the Partner Portal at partners.odella.ai to manage referrals, Marketplace Assets, Customer relationships, revenue share, commissions, account access, support activity, documentation, payments, and Program Policies.

The Partner Portal is provided as a convenience and may be modified, suspended, limited, or discontinued at any time. Portal data is not conclusive if Odella identifies tracking errors, fraud, misuse, duplicate attribution, refund activity, chargebacks, payment processor issues, or other discrepancies. Odella's reasonable determination of eligibility, attribution, and payment amounts is final unless prohibited by law.

5. Affiliate Terms

5.1 Referral Attribution

Affiliate attribution requires use of an approved Affiliate Link, code, or other tracking method accepted by Odella. A lead or Customer may be rejected, de-duplicated, reassigned, or excluded if Odella determines that the Customer was already known to Odella, was in an active sales process, was referred by another party, was self-referred, resulted from prohibited conduct, or was not validly attributable to you.

Odella may use first-touch, last-touch, coupon, Customer confirmation, sales-assisted, manual attribution, or any other attribution method specified in the Partner Portal or Program Policies. If multiple parties claim attribution, Odella may allocate, split, reassign, or deny payment in its discretion.

5.2 Marketing Rules

Affiliates must comply with all Applicable Law and must clearly disclose their relationship with Odella in promotional content where required by law or platform rules. You must not:

make false, misleading, deceptive, or unsubstantiated claims about Odella;
imply that Odella endorses you, your services, or your content unless expressly approved;
bid on Odella branded keywords or confusingly similar terms without written permission;
use cookie stuffing, forced clicks, hidden iframes, fake redirects, link masking, bots, click farms, spam, purchased traffic, misleading incentives, or fraudulent traffic;
use your own Affiliate Link to purchase Odella products for yourself or entities you control unless expressly approved;
send unsolicited email, SMS, direct messages, or other communications in violation of law or platform rules;
copy Odella websites, impersonate Odella, register confusing domain names, or operate misleading landing pages;
promote Odella on illegal, hateful, obscene, infringing, or unsafe websites or channels; or
make guarantees about earnings, outcomes, employment, compliance, security, or product performance.

6. Partner Consulting, Onboarding, and Customer Success Terms

6.1 Services to Customers

Partners are independent service providers. Unless Odella expressly agrees in writing, you are solely responsible for the consulting, onboarding, implementation, training, support, customer success, managed services, or other services you provide to Customers, including pricing, scope, deliverables, warranties, staffing, taxes, support obligations, and disputes.

You must not represent that you are Odella's employee, agent, legal representative, or authorized reseller unless Odella has expressly authorized that status in writing. You may not bind Odella, modify Odella terms, waive Odella rights, promise product features, promise discounts, or make commitments on Odella's behalf.

6.2 Eligibility for Partner Revenue Share

Partner revenue share requires ongoing, direct, documented Customer support. Odella may require evidence that you:

assisted with Customer onboarding, implementation, configuration, or training;
configured AI Employees, workflows, integrations, tools, permissions, or account settings;
provided customer success support, performance reviews, optimization, or workflow improvements;
maintained an active relationship with the Customer;
had current Customer authorization to manage or support the Customer Account;
complied with Odella security, privacy, and support requirements; and
used the Partner Portal or other approved systems to record your activity.

Odella may withhold or discontinue Partner revenue share if there is insufficient evidence of direct support, if the Customer disputes your involvement, if the Customer terminates your access, if your services create risk or dissatisfaction, or if you breach this Agreement.

7. Creator and Marketplace Asset Terms

7.1 Submission and Approval

Creators may submit Marketplace Assets for review. Odella may approve, reject, modify, categorize, rank, promote, unlist, suspend, or remove Marketplace Assets at its discretion. Odella is not required to publish any Marketplace Asset or continue making any Marketplace Asset available.

You must provide accurate descriptions, documentation, support information, version history, dependencies, limitations, and any required disclosures for Marketplace Assets. You must promptly fix defects, security issues, misleading descriptions, policy violations, or support issues identified by Odella or Customers.

7.2 Ownership and License

As between you and Odella, you retain ownership of your pre-existing intellectual property in Marketplace Assets, subject to the rights granted in this Agreement. You grant Odella a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, reproduce, display, perform, distribute, market, sell, license, test, scan, modify, adapt, translate, create derivative works from, support, operate, and otherwise use Marketplace Assets for purposes of operating Odella products, the marketplace, the Partner Program, Customer accounts, security, compliance, support, and promotion.

This license continues for as long as needed to support Customers who installed, purchased, relied on, or used the Marketplace Asset before removal, and as reasonably necessary for backups, audit logs, legal compliance, security, and dispute resolution.

7.3 Creator Warranties

You represent and warrant that Marketplace Assets:

are original to you or validly licensed for all intended uses;
do not infringe, misappropriate, or violate third-party rights;
do not contain malware, backdoors, hidden functionality, spyware, credential harvesting, unlawful tracking, or intentionally harmful code;
do not violate Applicable Law, Odella policies, or third-party platform terms;
do not include confidential information, personal information, trade secrets, or data you lack authority to use;
are accurately described and do not make misleading performance, compliance, security, or outcome claims; and
will be maintained and supported as required by Program Policies or written onboarding terms.

7.4 Marketplace Asset Revenue Share

Creator Revenue Share is calculated only on Eligible Revenue attributable to approved Marketplace Assets, at the rate and duration specified during onboarding, in the Partner Portal, or in written terms accepted by Odella. Odella may adjust Revenue Share for refunds, chargebacks, credits, taxes, billing errors, fraud, abuse, uncollectible amounts, or attribution corrections.

If a Marketplace Asset is removed, suspended, replaced, merged, or substantially modified, Odella may stop or adjust Revenue Share from the effective date of that change unless written terms provide otherwise.

8. Customer Account Access, Impersonation, and Managed Accounts

8.1 Customer Authorization Required

You may access, manage, configure, support, or impersonate a Customer Account only with valid, current, and documented Customer authorization and only to the extent necessary to provide approved services. You must immediately stop accessing a Customer Account if the Customer or Odella withdraws authorization.

8.2 Impersonation and Administrative Access

Odella may provide features that allow Partners to impersonate, act on behalf of, administer, manage, configure, or access Customer Accounts. These features are sensitive and must be used only for legitimate support, onboarding, configuration, customer success, security, or account management purposes authorized by the Customer.

When you impersonate a user, manage a Customer Account, or act through delegated access, you are responsible for all actions, omissions, changes, configurations, deletions, integrations, workflow runs, data access, data exports, permission changes, billing changes, security changes, and other activity performed by you or anyone using your credentials or access.

8.3 Partner Liability for Customer Account Activity

To the maximum extent permitted by law, you are solely liable for any loss, damage, claim, cost, expense, misuse, unauthorized access, security breach, privacy incident, data loss, data corruption, service interruption, incorrect configuration, business disruption, regulatory exposure, Customer dispute, or third-party claim arising from or relating to:

your access to, impersonation of, or management of any Customer Account;
your acts or omissions while providing services to a Customer;
your failure to obtain or maintain Customer authorization;
your misuse of Partner Portal features, administrative access, impersonation tools, credentials, integrations, or Customer Data;
any security breach caused by your systems, personnel, contractors, credentials, negligence, wilful misconduct, or breach of this Agreement; or
any action taken by your employees, contractors, agents, or representatives.

You must indemnify Odella for all losses arising from these matters under Section 17.

8.4 Security and Access Controls

You must follow least-privilege access practices, maintain appropriate technical and organizational safeguards, use strong authentication, protect credentials, maintain device security, train personnel, avoid shared accounts, and promptly report suspected security incidents to Odella. You must not export, copy, retain, or use Customer Data except as authorized by the Customer and necessary to provide services.

9. Payment Terms

9.1 Payment Eligibility

To receive any Commission or Revenue Share, you must have completed all onboarding requirements, accepted this Agreement, provided accurate tax and payment information, complied with Program Policies, and remained in good standing. Odella may withhold payment until these requirements are satisfied.

9.2 Payment Calculation

Commissions and Revenue Share are calculated on Eligible Revenue only. Odella may exclude or adjust amounts for taxes, refunds, chargebacks, credits, discounts, fraud, abuse, disputed payments, unpaid invoices, billing errors, attribution errors, enterprise services, professional services, implementation fees, support fees, marketplace fees, third-party costs, or other excluded amounts.

9.3 Payment Schedule

Unless otherwise stated in the Partner Portal or written onboarding terms, payments are calculated monthly and paid after Odella receives the applicable Customer payment and completes fraud, refund, tax, and compliance checks. Odella may impose minimum payout thresholds and may carry balances forward until thresholds are met.

9.4 Taxes and Costs

You are responsible for all taxes, duties, levies, bank fees, currency conversion fees, payment processor fees, and costs arising from payments to you. Odella may withhold taxes where required by law and may offset amounts you owe Odella against amounts payable to you.

9.5 No Guaranteed Earnings

Odella does not guarantee any earnings, revenue, Customer volume, Marketplace Asset usage, conversion rate, ranking, marketplace placement, or continued eligibility for payment.

10. Attribution, Disputes, and Adjustments

You must notify Odella of any payment or attribution dispute within thirty (30) days after the relevant amount appears in the Partner Portal or would reasonably have become known to you. If you do not notify Odella within that period, the amount is deemed accepted to the maximum extent permitted by law.

Odella may correct historical overpayments, underpayments, attribution errors, fraud, duplicate payments, chargebacks, refunds, and calculation mistakes. You must promptly repay any overpayment on request, and Odella may offset overpayments against future amounts.

11. Compliance, Conduct, and Prohibited Activities

You must comply with Applicable Law, Program Policies, the Odella Terms of Use, the Odella Usage Policies, and all Customer agreements applicable to your activity. You must not:

engage in deceptive, misleading, unlawful, harmful, abusive, or unethical conduct;
misuse Odella products, Customer Accounts, Marketplace Assets, Partner Portal features, or Customer Data;
reverse engineer, scrape, overload, disrupt, or compromise Odella systems;
circumvent usage limits, security controls, billing systems, attribution systems, or marketplace rules;
make unauthorized statements about Odella's roadmap, security, compliance, pricing, or legal obligations;
collect, process, sell, or disclose personal information without required rights and notices;
violate sanctions, export controls, anti-bribery, anti-corruption, anti-money laundering, or competition laws;
use Odella marks in a confusing, misleading, disparaging, or unauthorized manner; or
subcontract Partner Program obligations without ensuring subcontractor compliance and remaining fully responsible for their acts and omissions.

12. Confidentiality

Each party may receive non-public information from the other party or from Customers. Confidential Information includes business, technical, financial, product, security, Customer, prospect, pricing, roadmap, Partner Portal, Marketplace Asset, and personal information that is marked confidential or should reasonably be understood as confidential.

You must protect Confidential Information using at least reasonable care, use it only for authorized Partner Program purposes, and not disclose it except to personnel who need to know and are bound by confidentiality obligations at least as protective as this Agreement. Customer Data is Confidential Information whether or not marked confidential.

These obligations do not apply to information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of Confidential Information, or rightfully received from a third party without confidentiality obligation.

13. Privacy and Data Protection

Each party will comply with Applicable Law relating to privacy, data protection, electronic communications, and security. To the extent you process personal information in connection with the Partner Program, you must process it only for authorized purposes, maintain appropriate safeguards, assist with data subject requests where required, delete or return personal information when no longer needed, and promptly notify Odella of any actual or suspected data breach involving Odella, Customers, prospects, Partner Portal access, or Customer Data.

You must not use Customer Data for your own marketing, product development, training, analytics, resale, profiling, or unrelated purposes unless the Customer has expressly authorized that use and it complies with Applicable Law.

14. Intellectual Property and Brand Rights

Odella and its licensors retain all rights in Odella products, services, software, documentation, content, trademarks, logos, designs, systems, data, and technology. Except as expressly stated, this Agreement grants you no rights in Odella intellectual property.

Subject to Program Policies, Odella may permit you to use approved Odella marks solely to identify your participation in the Partner Program. You must follow Odella brand guidelines and immediately stop using Odella marks on request.

You grant Odella a worldwide, non-exclusive, royalty-free license to use your name, logo, trademarks, profile, biography, Marketplace Asset information, case studies, and related materials to operate and promote the Partner Program, marketplace, and Odella products, unless you opt out in writing and Odella confirms the opt-out.

Feedback, suggestions, comments, ideas, and recommendations you provide to Odella may be used by Odella without restriction or payment to you.

15. Term and Termination

This Agreement starts when you apply for, access, or participate in the Partner Program and continues until terminated.

Either party may terminate this Agreement or your participation in any track on fifteen (15) days' written notice. Odella may suspend or terminate immediately if you breach this Agreement, create risk for Odella or Customers, misuse Customer Accounts, violate security or privacy obligations, engage in fraud or deceptive conduct, become insolvent, violate Applicable Law, fail to meet Program Policies, or act in a way that may harm Odella, Customers, prospects, or the Partner Program.

Upon termination, you must stop representing yourself as an Odella Affiliate, Creator, Partner, or program participant; stop using Odella marks; stop using Affiliate Links unless Odella permits continued use; stop accessing the Partner Portal and Customer Accounts; return or delete Confidential Information and Customer Data as required; and complete any Customer transition obligations reasonably requested by Odella or the Customer.

Termination does not affect accrued payment obligations for eligible, non-disputed amounts earned before termination, except that Odella may withhold, cancel, or offset amounts arising from breach, fraud, misuse, terminated Customer authorization, chargebacks, refunds, or ineligibility. Unless written terms state otherwise, no future Commission or Revenue Share accrues after termination.

16. Representations and Warranties

You represent and warrant that:

you have full authority to enter into and perform this Agreement;
your participation will not conflict with any other obligation;
all information you provide to Odella is accurate and complete;
you will comply with Applicable Law and Program Policies;
you have all rights, licenses, consents, and authorizations needed for your activities, services, content, Marketplace Assets, Customer Account access, and Customer Data processing;
you will not make unauthorized promises, warranties, or representations on behalf of Odella;
your systems and personnel will maintain appropriate security safeguards; and
you will be responsible for your employees, contractors, agents, and representatives.

17. Indemnification

You will defend, indemnify, and hold harmless Odella, its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, and Customers from and against any claims, demands, actions, investigations, losses, damages, liabilities, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

your breach of this Agreement or Program Policies;
your marketing, referrals, services, Marketplace Assets, or Customer support;
your access to, impersonation of, or management of Customer Accounts;
your use, misuse, disclosure, loss, or compromise of Customer Data or Confidential Information;
your negligence, wilful misconduct, fraud, or violation of Applicable Law;
any allegation that your Marketplace Assets, content, services, or materials infringe or violate third-party rights;
disputes between you and Customers, prospects, personnel, subcontractors, or third parties;
taxes, employment obligations, contractor obligations, or payment disputes relating to you; or
any action or omission by your employees, contractors, agents, or representatives.

Odella may control the defense of any matter involving Odella's products, security, privacy, intellectual property, Customers, or reputation. You may not settle any claim in a way that imposes obligations, admissions, restrictions, or liability on Odella without Odella's prior written consent.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODELLA PRODUCTS, THE PARTNER PROGRAM, PARTNER PORTAL, MARKETPLACE, AFFILIATE LINKS, TRACKING SYSTEMS, MARKETPLACE ASSETS, DOCUMENTATION, AND PROGRAM BENEFITS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ODELLA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, SECURITY, ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

ODELLA DOES NOT WARRANT THAT TRACKING WILL BE ERROR-FREE, THAT CUSTOMER TRANSACTIONS WILL BE ATTRIBUTED TO YOU, THAT MARKETPLACE ASSETS WILL BE APPROVED OR USED, THAT CUSTOMERS WILL PURCHASE OR CONTINUE SUBSCRIPTIONS, OR THAT YOU WILL EARN ANY AMOUNT.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODELLA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST PROFIT DAMAGES, OR FOR LOSS OF DATA, GOODWILL, REVENUE, BUSINESS OPPORTUNITY, OR REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODELLA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNER PROGRAM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAYABLE BY ODELLA TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) USD $100.

The limitations in this section do not limit your payment obligations, confidentiality obligations, data protection obligations, indemnification obligations, or liability for Customer Account access, impersonation, security breaches, fraud, wilful misconduct, infringement, or violation of law.

20. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, agency, reseller relationship, or exclusive relationship. You have no authority to bind Odella unless Odella expressly authorizes you in writing.

21. Non-Solicitation

During the term of this Agreement and for twelve (12) months after termination, you must not directly or indirectly solicit for employment or engagement any Odella employee, contractor, consultant, or Customer contact you interacted with through the Partner Program, except through general solicitations not targeted at that person.

22. Changes to this Agreement

Odella may update this Agreement or Program Policies from time to time. Updated terms will be posted on Odella's website, made available through the Partner Portal, or otherwise provided electronically. Changes become effective when posted or on the stated effective date. Continued participation after the effective date constitutes acceptance. If you do not agree, you must stop participating and terminate this Agreement.

23. General

23.1 Governing Law and Venue

This Agreement is governed by the laws of Queensland, Australia, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in Queensland, Australia for disputes arising out of or relating to this Agreement, except that Odella may seek injunctive or equitable relief in any court of competent jurisdiction.

23.2 Assignment

You may not assign or transfer this Agreement without Odella's prior written consent. Odella may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, change of control, or to an affiliate.

23.3 Notices

Notices to Odella must be sent to:

LAIW PTY LTD
Address: 1 Commet Ct, Burleigh Waters
City: Gold Coast, QLD 4220
Attention: General Counsel / Copyright Agent

Notices to you may be sent to the email, address, Partner Portal account, or other contact information you provide.

23.4 Severability

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

23.5 Waiver

Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party.

23.6 Force Majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, except for payment obligations and obligations relating to confidentiality, security, privacy, and Customer Data.

23.7 Entire Agreement

This Agreement, together with the Program Terms, is the entire agreement between the parties regarding the Partner Program and supersedes prior or contemporaneous understandings on that subject. Any purchase order or other document submitted by you does not modify this Agreement and is rejected unless expressly signed by Odella.

23.8 Survival

Sections relating to payment adjustments, confidentiality, privacy, data protection, Customer Account access, intellectual property, indemnification, disclaimers, limitation of liability, termination effects, governing law, and any provisions that by their nature should survive will survive termination.

24. Changelog

2026-06-24: Replaced Affiliate Program Agreement with comprehensive Partner Program Agreement covering Affiliates, Partners, Creators, Marketplace Assets, Partner Portal, account impersonation, payments, compliance, security, and liability.