Strategic Partnership Agreement

1. Purpose and Scope

This agreement governs strategic partnerships involving marketplace distribution, growth initiatives, affiliate collaboration, technology integration, co-marketing, media, logistics, sourcing, and similar business initiatives approved by Wiroko.

The exact services, markets, responsibilities, and commercial mechanics may be detailed in one or more signed statements of work, order forms, schedules, or annexes.

2. Independent Relationship

• The parties are independent contractors unless a separate written agreement expressly states otherwise.
• Neither party may represent itself as having authority to bind the other party, waive rights, issue refunds, make regulatory assurances, or enter commitments on the other party’s behalf without written authorization.
• Nothing in this agreement creates an employment, agency, joint venture, fiduciary, or franchise relationship.

3. Commercial Terms and Work Orders

Commercial terms such as commissions, revenue share, fees, minimum commitments, service levels, launch obligations, or approved expenses must be documented in a written commercial schedule or statement of work.

• If there is any conflict between this framework and a signed commercial annex, the annex controls for that specific program to the extent of the conflict.
• No verbal promise, draft proposal, or informal message changes the commercial terms unless confirmed in writing by authorized representatives.

4. Partner Responsibilities

• Perform the agreed services professionally, in good faith, and in accordance with documented timelines, quality standards, and reporting expectations.
• Provide accurate business, compliance, tax, banking, audience, technical, or operational information when reasonably requested by Wiroko.
• Escalate material incidents, delays, customer-impacting issues, compliance concerns, and security risks without undue delay.

5. Brand, Marketing, and Public Communications

Any use of Wiroko names, marks, logos, product screenshots, campaign assets, or public statements must comply with Wiroko brand rules and any approval workflow communicated in writing.

• No press release, case study, testimonial, customer announcement, or public reference to the relationship may be issued on Wiroko’s behalf without prior written approval where approval is required.
• Wiroko may require removal or correction of materials that are inaccurate, outdated, non-compliant, or harmful to trust, safety, or brand positioning.

6. Intellectual Property and Deliverables

Each party retains ownership of its pre-existing intellectual property, confidential methods, templates, software, datasets, trademarks, and other proprietary materials.

Ownership of custom deliverables, co-developed materials, or integration assets must be stated clearly in the applicable statement of work or annex.

7. Confidentiality, Data, and Security

• The parties must protect confidential information in accordance with the applicable NDA and any more specific confidentiality or security requirements contained in the partnership paperwork.
• If the partnership involves personal data, customer data, vendor data, or platform access, the parties must follow applicable privacy law, security requirements, and any data-processing addendum required by Wiroko.
• Access credentials, API keys, dashboards, and operational systems may be used only for authorized partnership purposes.

8. Compliance and Ethical Conduct

• The partner must comply with applicable anti-corruption, sanctions, anti-money-laundering, consumer protection, competition, privacy, labor, and advertising laws.
• The partner may not engage in bribery, kickbacks, deceptive marketing, sanctions evasion, counterfeit trade, unsafe fulfillment, or other conduct that exposes Wiroko, users, or marketplace participants to undue risk.
• Wiroko may pause the relationship pending compliance review where red flags, complaints, or regulatory concerns arise.

9. Performance, Reporting, and Audit Support

Where metrics, milestones, service levels, or campaign targets apply, the partner must maintain reasonable records and provide timely reporting sufficient for operational oversight, financial reconciliation, and compliance review.

• Wiroko may request supporting records relevant to invoicing, conversion measurement, audience sourcing, delivery performance, compliance review, or dispute resolution.
• Material underperformance may trigger a remediation plan, temporary hold, scope reduction, or termination if not corrected within a reasonable cure period.

10. Term, Suspension, and Termination

This agreement remains in effect for the partnership term stated in the applicable annex or, if no term is stated, until terminated by either party under these framework terms.

• Either party may terminate for convenience on the notice period stated in the applicable signed commercial document or, if none is stated, on ninety (90) days’ written notice.
• Wiroko may suspend or terminate immediately for fraud, serious security issues, sanctions risk, material legal exposure, repeated brand harm, or uncured material breach.
• Termination does not remove accrued payment duties, confidentiality obligations, audit cooperation duties, or any provisions that are intended to survive.

11. Liability, Indemnities, and Claims

Each party is responsible for claims, losses, penalties, and third-party liabilities arising from its own negligence, willful misconduct, unlawful conduct, or breach of this agreement or a related statement of work, subject to any liability allocation stated in a signed annex.

12. Dispute Escalation and Contact

The parties should first attempt to resolve disputes through good-faith commercial escalation between designated contacts before pursuing formal legal remedies, unless urgent relief is required.

Partnership, legal, and framework questions may be directed to partnerships@wiroko.com and legal@wiroko.com.