Global partner program agreement
VisionX LLC · Delaware limited liability company
Draft — pending legal review
Review draft · November 1, 2026 · Not activated for acceptance
1. Definitions
VisionX means VisionX LLC, a Delaware limited liability company, trading as VisionX Software and providing OmniReach. Delaware State File Number 10802037; formed October 12, 2026 (owner-provided details). Partner means the approved legal entity. Services means OmniReach and its partner portal. Client means a customer registered by Partner. Approval Schedule means VisionX LLC’s written approval specifying partner type, tier, margin or discount, client limit and support level. Applicable Law includes relevant data-protection, anti-spam and tax laws.
2. Appointment
VisionX LLC appoints the approved Partner on a non-exclusive, non-transferable basis within the scope of its Approval Schedule. No exclusivity, agency authority, employment or right to bind VisionX LLC is created. Partner may not assign its appointment or appoint sub-partners without VisionX LLC’s written consent.
3. Partner tiers and approval
The program offers Referral, Reseller and Agency partnerships. VisionX LLC sets the approved type, commercial tier, applicable margin or discount and client-workspace limit in the Approval Schedule. No margin, territory or limit is promised by submitting an application. Changes require VisionX LLC’s written approval; existing client commitments must be disclosed.
4. Partner obligations
Partner must represent OmniReach accurately, make no misleading claims, use only authorised materials and maintain lawful client relationships. Partner must comply with applicable law, GDPR, CAN-SPAM and PECR where applicable, and obtain, document and maintain each client’s valid consent and lawful basis. Suppressions and opt-outs must be respected. OmniReach’s acceptable-use policy applies to Partner and every client workspace. Partner is responsible for its personnel and client work and must promptly report abuse or security incidents.
5. VisionX LLC obligations
Subject to approved plans, security controls and payment obligations, VisionX LLC provides platform access, the partner portal, reasonable enablement materials and the support level specified at approval. Availability and support commitments are only those expressly agreed in writing. VisionX LLC may maintain, update or suspend access as reasonably necessary to protect the platform and affected clients.
6. Fees, margins, invoicing and payments
Fees, referral margins and reseller or agency discounts are those in the Approval Schedule and applicable invoices. Invoicing is via VisionX LLC only. Invoices are payable net 30 days in USD. Taxes, withholding and VAT are handled as required by applicable law; each party supplies legally required documentation. Partner may not collect payments in VisionX LLC’s name or promise unapproved pricing.
7. Trademarks and white-label use
VisionX LLC retains all rights in OmniReach, software and trademarks. Partner receives only a limited, revocable right to use approved marks and materials for the appointment. White-label use requires the approved tier and VisionX LLC’s branding rules, must not misrepresent ownership or capabilities and must preserve mandatory legal, consent and unsubscribe disclosures. Rights cease on termination.
8. Confidentiality
Each party protects the other’s non-public business, technical and client information with reasonable care, uses it only for this agreement and discloses it only to personnel or advisers who need it and are bound to confidentiality. Exceptions include information lawfully public, independently developed or lawfully received without restriction. Legally compelled disclosure requires notice where permitted and minimum necessary disclosure. Obligations survive termination.
9. Data protection
Partner acts as controller or processor as applicable to its client relationships; VisionX LLC acts as processor for client personal data processed through OmniReach. The applicable VisionX LLC Data Processing Agreement (DPA), to be agreed before personal-data processing, governs instructions, safeguards, subprocessors, assistance, transfers and deletion. Partner must have authority for its instructions, minimise data and respect data-subject rights. Neither party may use application or onboarding information for marketing without a separate lawful basis.
10. Warranties and disclaimers
Each party warrants authority to enter this agreement and compliance with Applicable Law. Partner warrants accuracy of its submitted information and authority to act for its clients. Except for express written commitments and rights that cannot lawfully be excluded, Services are provided as available without warranties of uninterrupted operation, guaranteed deliverability, sales or business results. Partner must not give additional warranties on VisionX LLC’s behalf.
11. Limitation of liability
To the extent permitted by law, each party’s aggregate liability arising from this agreement is capped at the fees paid to VisionX LLC under it in the 12 months preceding the event giving rise to liability. Neither party is liable for indirect or consequential loss or loss of profit, subject to mandatory law. This clause does not exclude liability that Applicable Law prohibits excluding. The scope and enforceability of this clause require legal review.
12. Indemnities
Partner indemnifies VisionX LLC against third-party claims, reasonable costs and losses arising from Partner’s unlawful marketing, lack of client authority or consent, misleading representations, misuse of the Services or breach of confidentiality or data-protection obligations. VisionX LLC indemnifies Partner against third-party claims that authorised, unmodified use of the Services infringes intellectual-property rights, excluding Partner content, unauthorised modifications or combinations. The indemnified party gives prompt notice, reasonable cooperation and control of defence subject to no admission or settlement imposing obligations without consent; limitations apply to the extent lawful.
13. Term and termination
The initial term is 12 months from approval and automatically renews for successive 12-month terms unless terminated. Either party may terminate for convenience on 30 days’ written notice. VisionX LLC may terminate immediately for material breach or abuse, including unlawful sending, consent violations, fraud or security threats. Accrued obligations remain payable. Any remedy period agreed in writing does not prevent immediate protective suspension.
14. Effect of termination
Partner stops representing itself as an authorised OmniReach partner and stops using VisionX LLC marks and white-label rights. The parties cooperate on an orderly client transition without disclosing another tenant’s data. Subject to lawful retention, security requirements and client authority, authorised data export remains available for 30 days after termination; subsequent deletion follows the DPA and retention policy. Termination does not itself authorise immediate deletion or transfer of client data.
15. Governing law and disputes
This agreement is governed by the laws of the State of Delaware, USA. The parties first attempt good-faith negotiation for 30 days. If unresolved, disputes are heard in the state or federal courts located in Delaware, subject to mandatory law. Either party may seek protective relief where legally available.
16. General
This agreement, its Approval Schedule and incorporated applicable policies form the entire agreement on the partnership. Amendments must be recorded in writing and material revised terms accepted as required; a new version does not rewrite earlier acceptances. Neither party may assign contrary to this agreement. Invalid provisions are severable; non-enforcement is not waiver. Events beyond reasonable control excuse affected performance to the extent lawful, not accrued payment duties. Notices go to the recorded authorised contacts. Electronic acceptance may evidence agreement by an authorised signatory. Registered office for legal notices only: 16192 Coastal Highway, Lewes, Delaware 19958, USA. Registered agent: Harvard Business Services, Inc. Company site: https://visionx.software.