Arpia Technologies LLC Partner Program Terms and Conditions

These Terms and Conditions (“Terms”) govern your participation in the Arpia Technologies LLC Partner Program (“Program”) and constitute an agreement between Arpia Technologies LLC (“Arpia,” “we,” “us,” or “our”), legal entity duly registered under the laws of the State of Florida, United States of America, and you or the entity you represent (“Partner,” “you,” or “your”). By participating in the Program, you agree to comply with these Terms.

1. Definitions
   1.1 “Program”
   The “Program” refers to the Arpia Technologies LLC Partner Program, an initiative designed to foster collaboration and mutual growth between Arpia Technologies LLC (“Arpia”) and its partners. The Program provides a structured framework through which partners can gain access to resources, training, support, and business opportunities to effectively promote and integrate Arpia’s products and services. Participation in the Program is governed by these Terms and includes various tiers or levels based on the partner’s engagement, contributions, and compliance.
   Key aspects of the Program include:
   • Resource Allocation: Distribution of educational materials, marketing collateral, and technical support.
   • Recognition: Certification and recognition as an official partner of Arpia.
   • Growth Opportunities: Access to exclusive tools and opportunities to expand the partner’s market presence through collaboration with Arpia.

1.2 “Partner”
The term “Partner” refers to any individual or legal entity accepted into the Program following an application and vetting process. Partners may range from small businesses to large enterprises and are expected to adhere to the program’s rules and guidelines. A Partner is not an employee, agent, or representative of Arpia but operates as an independent entity.
Responsibilities of a Partner include:
• Use Arpia’s products and services ethically and professionally.
• Maintaining compliance with the Program’s requirements and local laws.
• Contributing to the growth and visibility of Arpia in the market.

1.3 “Benefits”
“Benefits” are the advantages and resources provided by Arpia to participating partners to support their success and foster collaboration. These Benefits may include but are not limited to:
1. Training and Certification: Partners gain access to exclusive training programs designed to build expertise in Arpia’s technologies. Certifications may serve as a credential for proficiency.
2. Marketing and Promotional Support: Resources such as templates, case studies, and co-branded materials to assist partners in effectively promoting Arpia’s solutions.
3. Technical Assistance: Direct access to technical teams for troubleshooting, integration guidance, and other support needs.
4. Business Development Resources: Tools to enhance partner sales processes, including joint planning sessions, access to leads, or co-selling opportunities.
5. Priority Access: Early insights into new products, features, or strategic initiatives from Arpia.
Each Benefit is designed to align with the Partner’s tier and level of engagement in the Program.

1.4 “Confidential Information”
“Confidential Information” refers to all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or that a reasonable person would understand to be confidential based on the circumstances of disclosure. This includes but is not limited to:
• Technical data, product designs, and schematics.
• Pricing information, business models, and customer lists.
• Market analysis, partnership strategies, and future development plans.
• Any proprietary algorithms, software, or tools.

Is not considered confidential information: :
• Information that is already in the public domain prior to the acceptance of these Terms.
• Was independently developed or discovered by the Receiving Party without reference to the Disclosing Party’s information.
• Becomes known to the Receiving Party through legitimate means without breach of confidentiality.

The protection and appropriate handling of confidential information are critical for maintaining trust and safeguarding both parties' interests.

1.5 “Arpia IP”
“Arpia IP” encompasses all intellectual property owned, created, or licensed by Arpia, including but not limited to:
• Trademarks: Names, logos, and brand identifiers associated with Arpia and its products.
• Proprietary Software: Code, programs, and platforms developed by Arpia for commercial use or internal operations.
• Patents: Innovations and inventions legally protected under patent law.
• Copyrighted Materials: Documentation, training guides, marketing materials, and other content created by or for Arpia.
Partners may receive a limited, revocable license to use certain elements of Arpia IP for specific purposes, such as marketing or integration. This license is subject to strict compliance with Arpia’s guidelines and does not confer ownership rights.

Section 2: Program Administration

2.1 Eligibility
To participate in the Program, you must meet specific criteria established by Arpia Technologies LLC. These criteria are designed to ensure that only qualified and capable entities join the Program to maintain its quality and integrity. Eligibility requirements may include:
• Legal Requirements: The Partner must be a legally registered business or entity in good standing under the laws of its jurisdiction.
• Expertise and Capability: Partners may need to demonstrate relevant experience, technical knowledge, or market presence in their industry.
• Compliance History: Partners must have a history of ethical business practices and compliance with applicable laws and regulations.
• Other Requirements: Arpia may set additional requirements based on the specific goals or needs of the Program.
All applicants will undergo a due diligence process to ensure that they meet the parameters established by the company. The company has the sole right of admission to the program.

2.2 Application Process
The Partner Program requires prospective participants to apply through a designated portal or process. The steps include:
1. Submission: Completing and submitting an application form with all required details.
2. Review: Arpia will evaluate applications based on eligibility criteria, alignment with the Program’s objectives, and the potential for mutual benefit.
3. Approval or Rejection: Arpia reserves the right to accept or reject any application at its sole discretion. Applicants may be notified of their status within a reasonable time frame.
4. Onboarding: Approved partners will receive onboarding instructions, including access to Program materials, training resources, and tools.

2.3 Account Management
Upon acceptance into the Program, partners are required to create and maintain an account on Arpia’s Partner Platform. This account serves as the central hub for managing participation in the Program. Account management requires partners to safeguard their credentials, ensure only authorized personnel have access, keep account information up-to-date (including contact and business details), and use the account exclusively for Program-related activities. Unauthorized access or misuse may lead to suspension or termination of participation.

2.4 Program Fees
Participation in the Program may involve fees, which could include an initial enrollment fee, annual membership fees, or costs associated with specific Benefits such as training or certifications. Key considerations for fees include:
• Non-Refundable Policy: Unless otherwise stated, all fees are non-refundable.
• Fee Schedule: Details of applicable fees will be communicated during the application process or in subsequent updates.
• Payment Terms: Partners must pay all fees by the specified due dates to remain in good standing within the Program.
Failure to pay fees in a timely manner may result in the suspension or termination of access to Program Benefits.

Note: Specific details regarding fees, payment structures, and any associated costs will be more explicitly defined in the Partnership Agreement, which may also include other terms tailored to the relationship.

2.5 Tier System
Arpia may implement a tiered structure within the Program to incentivize performance and reward contributions. Examples of tier benefits may include:
• Higher Discounts: Advanced tiers may qualify for greater discounts on Arpia’s products and services.
• Priority Support: Higher-tier partners may receive faster response times and dedicated support personnel.
• Exclusive Opportunities: Top-tier partners might gain access to exclusive marketing initiatives, co-selling opportunities, or early previews of new products.

Tier placement is determined based on criteria such as sales performance, technical certifications, and compliance with Program requirements.

Note: The exact details of the tier system, including partner-specific benefits, performance metrics, and any obligations, will be further defined in the Partnership Agreement that will be subscribed between Arpia and the Partner.

Section 3: Partner Benefits

3.1 Overview of Partner Benefits
Participation in the Arpia Partner Program grants access to a wide range of benefits tailored to support partners in achieving their goals. These benefits are structured to align with Arpia’s objectives of fostering innovation, driving market penetration, and building strong partner relationships. These benefits include but are not limited to:
• Exclusive Training and Certifications: Programs to build expertise in Arpia’s products and technologies.
• Enhanced Technical Support: Assistance for smooth integration and deployment of Arpia solutions.
• Marketing Resources: Materials and strategies to amplify partners’ visibility and sales efforts.
• Business Development Tools: Insights and support for identifying opportunities and closing deals.
• Priority Engagement: Opportunities for advanced collaboration with Arpia’s leadership and access to new innovations.

Note: Specific benefits may vary based on the partner’s tier and will be defined in greater detail in the Partnership Agreement, which formalizes the relationship. Not all benefits may be available in your relationship with Arpia. The company shall retain the discretion to modify, add or withdraw benefits upon prior written notice to the other party.

3.2 Training and Certification
Arpia offers an array of educational resources and certifications aimed at equipping partners with the necessary skills and knowledge to succeed. These include:
• Role-Specific Modules: Tailored training for technical teams, sales professionals, and marketing specialists to align with their specific needs.
• Product Expertise: In-depth sessions covering the features, use cases, and competitive advantages of Arpia solutions.
• Certifications: Credentials that demonstrate proficiency in using and implementing Arpia technologies. These certifications are recognized within the industry and can enhance the partner’s marketability.
• Continuous Updates: Ongoing access to updated materials as new features and solutions are introduced.
Achieving certifications may unlock additional benefits, such as eligibility for higher Program tiers or advanced technical support.

3.3 Technical Assistance
Arpia’s Partner Program includes access to dedicated technical support to ensure the successful implementation and operation of its solutions. Key components include:
• Integration Support: Direct assistance for integrating Arpia’s solutions with the partner’s existing systems or those of their clients.
• Diagnostics and Troubleshooting: Tools and guidance to identify and resolve issues quickly and effectively.
• Custom Recommendations: Tailored advice on optimizing Arpia’s solutions for specific customer requirements.
• Escalation Paths: Advanced-tier partners may have access to expedited or dedicated escalation channels for critical issues.
Support is offered through a partner-specific portal and will be available during specific times that will be communicated to partners upon acceptance of these Terms. Response times and access levels may vary by partner tier.

3.4 Marketing and Co-Branding
Partners receive a comprehensive suite of marketing resources to effectively promote Arpia’s products and services. These resources include:
• Marketing Toolkits: Pre-designed templates for presentations, brochures, social media campaigns, and email outreach.
• Case Studies and Testimonials: Real-world examples and customer success stories showcasing the impact of Arpia solutions.
• Co-Branding Opportunities: Collaborative marketing initiatives, such as joint campaigns or co-hosted events, to enhance market credibility and visibility.
• Event Participation: Opportunities to represent Arpia at industry events, webinars, or conferences to attract new clients and establish thought leadership.
Arpia also offers guidance on tailoring these materials to suit the partner’s specific target audience and objectives.

3.5 Sales and Business Development
To support partners in driving sales and expanding their business, Arpia provides tools and opportunities, including:
• Sales Enablement Resources: Access to pricing guides, product comparisons, demo scripts, and competitive insights.
• Lead Sharing: Arpia may refer potential clients to partners based on their expertise, market focus, or geographic location.
• Co-Selling Opportunities: Collaborative efforts between Arpia’s sales teams and partners to close deals with shared clients.
• Financial Incentives: Programs designed to reward partners for meeting or exceeding sales targets, such as bonuses or rebates.
Business development resources aim to enhance the partner’s ability to identify, engage, and convert prospects into long-term customers.

3.6 Priority Engagement
Partners in advanced tiers or those demonstrating exceptional performance may receive priority engagement benefits, such as:
• Beta Program Access: Early previews of upcoming products, features, or updates to provide feedback and prepare for market launch.
• Strategic Planning: Invitations to exclusive strategy sessions or advisory councils with Arpia’s leadership team.
• Dedicated Account Managers: A single point of contact within Arpia to provide personalized support, streamline communication, and coordinate resources.
Priority engagement ensures that top-tier partners remain closely aligned with Arpia’s innovation roadmap and market strategies.

3.7 Custom Benefits
Depending on the partner’s tier, industry, and specialization, Arpia may offer custom benefits tailored to their unique needs. Examples include:
• Tailored Training Programs: Custom sessions addressing the partner’s specific use cases or challenges.
• Exclusive Discounts: Unique pricing structures for high-performing partners or those in niche markets.
• Specialized Support: Access to dedicated technical teams for partners managing complex deployments or enterprise clients.

Note: Any additional benefits or modifications will be detailed in the Partnership Agreement, which formalizes the scope and terms of the partnership.

Section 4: Partner Obligations

4.1 Compliance with Laws and Program Guidelines
As a partner, you agree to:
• Adhere to Applicable Laws: Conduct all activities in compliance with local, national, and international laws, including those related to data protection, privacy, and intellectual property.
• Follow Program Guidelines: Operate following the rules, policies, and procedures outlined in the Arpia Partner Program Guide and these Terms.
• Maintain Ethical Standards: Avoid any behavior that could damage Arpia’s reputation, including but not limited to deceptive advertising, conflicts of interest, or unfair business practices.
Partners are required to stay updated on changes to applicable laws or Program guidelines and adjust their activities accordingly.

4.2 Representation of Arpia Products and Services
Partners must represent Arpia’s products and services accurately and professionally. This includes:
• Honest Communication: Providing truthful and transparent information about Arpia’s solutions to potential clients.
• Brand Integrity: Avoiding false claims, misrepresentation, or unapproved comparisons to competitors.
• Adherence to Branding Standards: Using Arpia’s trademarks, logos, and marketing materials only as permitted under these Terms or additional guidelines provided by Arpia.
Failure to meet these standards may result in the suspension or termination of Program benefits.

4.3 Sales and Marketing Efforts
Partners are expected to use commercially reasonable efforts to promote and sell Arpia’s solutions. This includes:
• Active Marketing: Engaging in activities such as advertising, event participation, and social media promotion to increase visibility.
• Target Alignment: Tailoring marketing and sales efforts to align with mutually agreed-upon goals or objectives.
• Reporting Requirements: Providing Arpia with updates on sales performance, marketing activities, and any significant developments affecting the partnership.
Arpia may request periodic reviews or performance reports to evaluate progress and identify opportunities for improvement.

4.4 Confidentiality and Security
Partners must safeguard all confidential information shared by Arpia during the partnership. Obligations include:
• Restricted Use: Using confidential information solely for Program-related purposes.
• Access Control: Limiting access to confidential information to authorized personnel within the partner’s organization.
• Protection Measures: Implementing reasonable security measures to prevent unauthorized disclosure or misuse of confidential information.
Partners must promptly notify Arpia in the event of a breach or suspected breach of confidentiality.

4.5 Prohibited Activities
Partners are prohibited from engaging in any activities that could harm Arpia, its customers, or the integrity of the Partner Program. Examples include:
• Unethical Practices: Engaging in bribery, corruption, or any illegal activities.
• Unauthorized Use of IP: Using Arpia’s intellectual property in ways not permitted under these Terms or the Partnership Agreement.
• Competitive Behavior: Promoting competing products or services in a way that undermines Arpia’s offerings or interests.
Violations of this section may lead to immediate termination of the partnership and potential legal action.

4.6 Feedback and Collaboration
Partners are encouraged to provide constructive feedback to help improve Arpia’s products, services, and the overall Partner Program. By submitting feedback, partners grant Arpia a perpetual, royalty-free, and unrestricted license to use this feedback for any purpose, including product development and marketing.
Collaboration opportunities may include participation in:
• Beta Testing: Assisting in testing new features or products prior to launch.
• Advisory Boards: Sharing insights and recommendations to shape future Program strategies.

Section 5: Intellectual Property

5.1 Ownership of Intellectual Property
All intellectual property, including but not limited to software, trademarks, copyrights, patents, and proprietary materials, remains the sole property of the respective party that owns it. Specifically:
• Arpia IP: Arpia retains exclusive ownership of all intellectual property associated with its products, services, branding, and technology.
• Partner IP: The Partner retains ownership of any intellectual property independently developed by them prior to or outside the scope of the partnership.
Nothing in these Terms transfers ownership of intellectual property from one party to the other.

5.2 License to Use Arpia IP
Arpia grants the Partner a limited, non-exclusive, non-transferable, and revocable license to use its intellectual property strictly for the following purposes:
• Marketing and Promotion: Using Arpia trademarks and logos in approved marketing materials, presentations, and campaigns.
• Implementation and Integration: Accessing Arpia’s proprietary technologies to deploy and integrate solutions for clients.
• Sales Enablement: Leveraging Arpia’s documentation, guides, and training materials to support the Partner’s sales efforts.
Restrictions:
• The Partner must use Arpia IP in accordance with the branding guidelines provided.
• The Partner may not modify, reverse-engineer, or create derivative works based on Arpia’s intellectual property without prior written consent.

5.3 Restrictions on Use of Intellectual Property
Partners are prohibited from using Arpia’s intellectual property in ways that:
• Misrepresent their relationship with Arpia.
• Violate applicable laws or regulations.
• Harm Arpia’s reputation or brand integrity.
• Compete with Arpia’s products or services.
Partners must promptly discontinue use of Arpia IP upon termination of the partnership or receipt of a written request from Arpia.

5.4 Intellectual Property Created During Partnership
In cases where new intellectual property is jointly created as part of the partnership:
• Ownership Assignment: Ownership will be determined based on mutual agreement, which must be documented in writing.
• License Grant: If the Partner contributes to the creation of intellectual property for Arpia, they grant Arpia a perpetual, royalty-free license to use and commercialize the contributed IP.
This provision ensures clarity and fairness in cases of co-developed solutions or innovations.

5.5 Protection of Intellectual Property
Both parties agree to take reasonable measures to protect each other’s intellectual property. This includes:
• Monitoring for Infringement: Reporting unauthorized use of Arpia or Partner IP to the respective owner.
• Compliance with Guidelines: Adhering to any specific guidelines or restrictions related to the use of trademarks, logos, or proprietary materials.
If either party becomes aware of a potential infringement, they must notify the other party immediately and cooperate in addressing the issue.

5.6 Trademark Usage
Partners may use Arpia’s trademarks and logos only as authorized under these Terms or additional written agreements. Guidelines for trademark usage include:
• Proper Attribution: Clearly identifying Arpia as the owner of the trademarks.
• Accurate Representation: Avoiding any misleading or unapproved alterations to the trademarks.
• Approval Process: Seeking prior approval for any materials that prominently feature Arpia’s trademarks.
Arpia reserves the right to revoke trademark usage rights at any time if the Partner fails to comply with these guidelines.

5.7 Third-Party Intellectual Property
Partners are responsible for ensuring that their activities under the Program do not infringe on any third-party intellectual property rights. Arpia will not be liable for claims arising from the Partner’s unauthorized use of third-party IP.

Section 6: Confidentiality

6.1. Use of Confidential Information:
Each Party shall not disclose the Confidential Information, defined in section 1.4 of these Terms, provided in connection with this Terms to third parties without prior consent of the Disclosing Party.

6.2 Obligations of Confidentiality
The Receiving Party agrees to:
1. Use Restrictions: Use the confidential Information solely for the purpose of fulfilling obligations under these Terms or the Partnership Agreement.
2. Protection Measures: Take reasonable precautions to protect the confidential Information, at least as stringent as those used to protect its own confidential information.
3. Limited Disclosure: Restrict access to confidential Information to employees, contractors, or agents who need to know the information for the purposes of the partnership and are bound by confidentiality obligations.

6.3 Permitted Disclosures
Confidential Information may be disclosed under the following circumstances:
• Legal Requirement: If disclosure is required by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party (where legally permissible) to allow for protective measures.
• Written Consent: With prior written consent from the Disclosing Party.

6.4 Return or Destruction of Information
Upon termination of the partnership or at the request of the Disclosing Party, the Receiving Party agrees to:
1. Return all confidential Information, including copies and derivatives, to the Disclosing Party.
2. Permanently delete or destroy any confidential Information stored in electronic form, ensuring it is irretrievable.
3. Provide written confirmation of the return or destruction upon request.

6.5 Breach of Confidentiality
If the Receiving Party becomes aware of any actual or suspected unauthorized use or disclosure of Confidential Information, they must:
1. Notify the Disclosing Party promptly.
2. Cooperate fully with the Disclosing Party to address the breach, including mitigating damages and preventing further unauthorized disclosure.
Failure to comply with confidentiality obligations may result in legal action and termination of the partnership.

6.6 Survival of Obligations
The confidentiality obligations outlined in this section shall survive the termination or expiration of these Terms for a period of ten (10) years, unless a longer period is specified in the Partnership Agreement or required by applicable law.

Section 7: Term and Termination

7.1 Term

These Terms and Conditions shall remain in effect from the acceptance of these Terms until the termination of the relationship between the parties.

7.2 Termination for Convenience
Either party may terminate the partnership for any reason by providing written notice to the other party. The notice period required for termination will be as follows:
• Standard Notice Period: 30 days written notice.

7.3 Termination for Cause
Arpia may terminate the partnership immediately, without prior notice, under the following circumstances:
1. Material Breach: If the Partner breaches any provision of these Terms or the Partnership Agreement and fails to cure the breach within [Insert Cure Period, e.g., “10 days”] after receiving written notice.
2. Violation of Law: If the Partner engages in any illegal activity or conduct that harms Arpia’s reputation.
3. Confidentiality Breach: If the Partner violates its confidentiality obligations under Section 6.
4. Insolvency: If the Partner becomes insolvent, files for bankruptcy, or is unable to meet its financial obligations

The Partner may terminate the agreement if Arpia fails to meet its obligations under these Terms and does not remedy the failure within a reasonable time after receiving notice.

7.4 Effect of Termination
Upon termination of the partnership:
1. Cessation of Benefits: The Partner will lose access to all Program Benefits, including training, marketing materials, and technical support.
2. Return of Materials: The Partner must return or destroy all Arpia-provided materials, including Confidential Information and intellectual property, as outlined in Section 6.4.
3. Final Payment: Any outstanding fees or payments owed to Arpia must be settled immediately.
4. Discontinuation of IP Use: The Partner must cease all use of Arpia’s intellectual property, including trademarks, logos, and proprietary technologies.

7.5 Post-Termination Obligations
Certain obligations survive the termination of the partnership, including:
• Confidentiality Obligations: As described in Section 6.6, confidentiality terms remain in effect for the specified duration.
• Indemnification: Any indemnification obligations under these Terms will continue beyond termination.
• Outstanding Fees: Payment obligations for any fees accrued before termination remain enforceable.

7.6 Suspension of Participation
Arpia reserves the right to suspend a Partner’s participation in the Program temporarily under the following conditions:
1. Pending Investigations: If Arpia is investigating a suspected breach of these Terms by the Partner.
2. Non-Payment: If the Partner fails to pay fees by the due date, access to Program Benefits may be suspended until payment is received.

Section 8: Disclaimers and Limitations of Liability
This section sets out the limitations on Arpia’s liability and includes disclaimers about the warranties provided. It ensures that both parties understand the scope of risk and liability in the partnership.

8.1 No Warranties
The Program and all Benefits are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. Arpia expressly disclaims:
1. Implied Warranties: Including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement.
2. Performance Guarantees: Arpia does not guarantee that the Program or Benefits will meet the Partner’s specific requirements or that access will be uninterrupted, error-free, or secure.
3. Third-Party Content: Any third-party materials or services made available through the Program are not warranted by Arpia.
Partners assume full responsibility for the use of Program Benefits and the outcomes of such use.

8.2 Exclusion of Certain Damages
To the maximum extent permitted by applicable law, Arpia will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the partnership, including but not limited to:
• Loss of profits or revenue.
• Loss of data or goodwill.
• Business interruption or downtime.
• Any other economic or non-economic loss, even if advised of the possibility of such damages.
This limitation applies regardless of the legal theory under which damages are sought, whether in contract, tort, or otherwise.

8.3 Limitation of Liability
Arpia’s total liability for any claims arising out of or related to the Program or these Terms is limited to:
• Monetary Cap: The greater of $1,000 or the total fees paid by the Partner to Arpia in the six (6) months preceding the claim.
• Aggregate Limit: This cap applies cumulatively across all claims and actions.

8.4 Partner Responsibilities
Partners are solely responsible for:
1. Ensuring compliance with applicable laws and regulations in their operations.
2. Verifying the suitability of Arpia’s products or services for their intended use.
3. Addressing any claims or disputes arising from their own clients or end-users.
Arpia is not liable for damages resulting from the Partner’s actions or omissions, including misuse of Program Benefits.

8.5 Indemnification
Partners agree to indemnify, defend, and hold harmless Arpia, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, or expenses arising out of:
1. The Partner’s breach of these Terms or applicable laws.
2. Misuse of Arpia’s intellectual property or Program Benefits.
3. Claims brought by third parties related to the Partner’s activities under the Program.
The Partner’s indemnification obligations survive the termination or expiration of these Terms.

8.6 Acknowledgment of Risk
Partners acknowledge that participation in the Program involves inherent risks, including potential technical issues, changes to Program Benefits, or external factors beyond Arpia’s control. By participating, Partners accept these risks and agree to hold Arpia harmless to the extent permitted by law.

Section 9: Governing Law and Dispute Resolution

9.1 Governing Law
The Terms and any disputes arising from or related to them shall be governed by and construed under the laws of the State of Florida], without regard to its conflict of laws principles. If the Partner operates in a different jurisdiction, they agree to waive the application of their local laws to the extent permitted by law.

9.2 Dispute Resolution Process
The parties agree to resolve all disputes through a structured process. Initially, the parties will attempt to negotiate privately in good faith to resolve. If no agreement is reached within fifteen (15) days of initiating negotiations, the dispute shall be resolved exclusively through binding arbitration under the laws of the State of Florida. Arbitration will be administered by a neutral arbitration body agreed upon by the parties, or, in the absence of such agreement, by a recognized arbitration organization. The arbitration will take place in the State of Florida, and the arbitrator’s decision will be final and binding, with judgment enforceable in any court with jurisdiction.

9.3 Class Action Waiver
The parties agree to waive any right to participate in class or representative actions. All disputes must be resolved on an individual basis.

9.4 Injunctive Relief
Notwithstanding the dispute resolution process, either party may seek injunctive relief in a court of law to prevent unauthorized use or disclosure of confidential Information or intellectual property.

9.5 Costs and Fees
The prevailing party in any arbitration or litigation will be entitled to recover reasonable attorneys’ fees and costs incurred in connection with the dispute, unless prohibited by applicable law.

9.6 Time Limitation for Claims
Any claim or cause of action arising out of or related to these Terms must be filed within one (1) year from the date the claim arose; otherwise, such claim is permanently barred.

Section 10: Miscellaneous

10.1 Entire Agreement
These Terms, together with any associated Partnership Agreement or supplemental documents, constitute the entire agreement between the parties concerning the Program. They supersede all prior or contemporaneous communications, whether written or oral, regarding the subject matter.
No oral or written statements outside these Terms will be binding unless incorporated through an official amendment signed by both parties.

10.2 Amendments
Arpia reserves the right to modify these Terms at any time by providing written notice to the Partner or by posting updates on its official website. Changes will take effect:
1. Immediately for new partners.
2. Prior notice of ten (10) business days for existing partners, unless otherwise specified.
Continued participation in the Program constitutes acceptance of the updated Terms. Partners may terminate their participation if they do not agree to the changes.

10.3 Assignment
Partners may not assign or transfer any rights or obligations under these Terms without Arpia’s prior written consent. Any attempt to assign without such consent is void.
Arpia may assign these Terms or any associated rights or obligations to a third party in connection with a merger, acquisition, or sale of assets.

10.4 Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Arpia and the Partner. Each party remains an independent contractor.
Partners are not authorized to make commitments, representations, or warranties on behalf of Arpia without prior written consent.

10.5 Force Majeure
Arpia will not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including:
• Natural disasters, or extreme weather conditions.
• Governmental actions, regulations, or orders.
• Labor disputes, strikes, or shortages.
• Internet, telecommunications, or utility failures.
Performance will be suspended for the duration of the force majeure event, and Arpia will make reasonable efforts to resume operations as soon as possible.

10.6 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid and enforceable provision that closely reflects the intent of the original.

10.7 Notices
All notices required under these Terms must be in writing and sent to the official addresses provided by each party. Acceptable methods of notice include:
• Certified mail, return receipt requested.
• Email with delivery confirmation.
• Delivery by a recognized courier service.
Notices will be considered effective upon receipt by the recipient.

10.8 Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other rights under these Terms. Any waiver must be in writing and signed by the party waiving its rights.

10.9 Headings
The headings used in these Terms are for convenience only and do not affect the interpretation or enforceability of the provisions.