1. Definitions

"Agreement" means these Certified Partner Program Terms and Conditions, including all documents incorporated by reference.

"AI Expert Analysis Models" means Constellations' proprietary artificial intelligence tools that provide analytical perspectives and insights on survey data, including subject matter expert lenses and interpretive frameworks.

"APM" means Audience Perception Mapping, the usage metric for creating and running tests within the Platform.

"Branded Survey" means a survey created using the Platform that displays Partner's or Partner's client's branding, logos, or white-label presentation rather than Constellations branding.

"Certification" means the formal recognition granted by Constellations to Partner upon successful completion of certification requirements, entitling Partner to identify themselves as a Certified Constellations Expert.

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, algorithms, software, data models, and other proprietary rights.

"Partner Data" means all data, content, survey designs, and materials created, uploaded, or submitted by Partner or Partner's clients through the Platform.

"Participant" means an individual who responds to a survey created through the Platform.

"Participant Data" means responses, selections, and any personal information collected from Participants through surveys.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

"Platform" means the Constellations visual perception research platform, including all software, tools, features, and services made available by Constellations.

"Program" means the Constellations Certified Partner Program as described in this Agreement.

"Term" means the duration of this Agreement as set forth in Section 3.

2. Program and Scope

2.1 Purpose

This Agreement governs Partner's participation in the Constellations Certified Partner Program, which provides Partner with enhanced access to the Platform, branded research capabilities, AI-assisted analysis tools, training and guidance, and advisory collaboration with Constellations leadership.

2.2 Program Benefits

Subject to the terms of this Agreement and payment of applicable fees, Partner shall receive the following benefits:

• Full Platform access with standard reporting and data exports.
• APM and Participant allocations as described on the Constellations pricing page (constellations.app/pricing/), which may be updated from time to time. As of the Effective Date, the Certified Partner Program includes up to 100 APMs per year and up to 5,000 Participants per month, plus all features included in the Core Platform tier.
• Ability to create client-facing, white-labeled Branded Surveys.
• Access to AI Expert Analysis Models with select expert lenses.
• Direct access to Constellations leadership for feature and model requests.
• Ongoing guidance and training to optimize research methodology.
• Eligibility for Certification and public listing as a Certified Constellations Expert.
• Participation in optional weekly training cohorts (approximately forty-five minutes, up to ten participants per session), subject to availability.

2.3 Non-Exclusive Relationship

This Agreement establishes a non-exclusive relationship. Partner may use other tools, platforms, or services, and Constellations may enter into similar agreements with other partners.

3. Term

3.1 Initial Term

The initial term of this Agreement shall be twelve (12) months commencing on the Effective Date.

3.2 Renewal

Following the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Written notice may be provided by email to the addresses associated with the account or, for Partner, by canceling through the billing portal.

4. Fees and Payment

4.1 Fees

Partner shall pay the fees displayed at the time of checkout for the Certified Partner Program. All fees are charged annually in advance and processed through Constellations' payment processor (currently Stripe). Constellations reserves the right to adjust pricing for Renewal Terms upon thirty (30) days' written notice prior to the start of the applicable Renewal Term.

4.2 Refund Policy

If Partner has not used any APMs and requests a refund in writing within fourteen (14) days of the Effective Date, Constellations will issue a full refund. After fourteen (14) days or upon use of any APMs (whichever occurs first), all fees are non-refundable except as required by applicable law or where termination results from Constellations' material breach, in which case Constellations shall issue a pro-rata refund for the unused portion of the then-current Term.

4.3 Late Payment

Any amounts not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Constellations may suspend Platform access if payment is more than fifteen (15) days overdue.

4.4 Taxes

All fees are exclusive of taxes. Partner is responsible for all applicable sales, use, value-added, withholding, and other taxes, excluding taxes based on Constellations' net income.

5. Platform Access and Acceptable Use

5.1 Access Grant

Subject to the terms of this Agreement, Constellations grants Partner a limited, non-exclusive, non-transferable right to access and use the Platform during the Term solely for Partner's internal business purposes and for providing services to Partner's clients.

5.2 Usage Limits

Partner's use of the Platform is subject to the usage limits associated with the Certified Partner Program as published on constellations.app/pricing/. Constellations reserves the right to implement additional reasonable use limitations to protect system stability, performance, and cost integrity.

5.3 Acceptable Use Policy

Partner agrees to comply with Constellations' Acceptable Use Policy, as published at constellations.app/acceptable-use/ and as may be updated from time to time. Partner shall ensure that all users accessing the Platform through Partner's account comply with such policy.

5.4 Prohibited Uses

Without limiting the foregoing, Partner shall not:

1. Sublicense, resell, or transfer access to the Platform except as expressly permitted herein.
2. Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations.
3. Attempt to gain unauthorized access to any portion of the Platform or any related systems.
4. Interfere with or disrupt the integrity or performance of the Platform.
5. Reverse engineer, decompile, or disassemble any portion of the Platform.
6. Use the Platform to collect, process, or store data in violation of applicable data protection laws.

5.5 Account Security

Partner is responsible for maintaining the confidentiality of all login credentials and for all activities that occur under Partner's account. Partner shall immediately notify Constellations of any unauthorized use of Partner's account or any other breach of security.

6. Branded Surveys

6.1 Branding Rights

Partner may create Branded Surveys displaying Partner's or Partner's clients' names, logos, trademarks, and branding elements. Partner is solely responsible for obtaining all necessary rights and permissions to use any third-party branding elements.

6.2 Survey Content

Partner is solely responsible for the content, design, and distribution of all surveys created through the Platform. Partner represents and warrants that all survey content shall comply with applicable laws and shall not infringe any third-party rights.

6.3 Technology Ownership

All underlying Platform technology, algorithms, software, and methodologies used to deliver Branded Surveys remain the exclusive property of Constellations.

7. AI Expert Analysis Models

7.1 Access

Partner shall have access to Constellations' AI Expert Analysis Models as part of the Program benefits. These models provide analytical perspectives, subject matter expert lenses, and interpretive insights on survey data.

7.2 Advisory Nature

Partner acknowledges and agrees that all outputs from the AI Expert Analysis Models are advisory in nature and do not constitute professional advice of any kind, including but not limited to legal, financial, medical, or psychological advice. Partner is solely responsible for evaluating and applying any insights generated by the AI models.

7.3 Model Availability

Constellations reserves the right to modify, update, replace, or retire any AI Expert Analysis Models at its sole discretion. Constellations will use reasonable efforts to provide advance notice of material changes but does not guarantee the continued availability of any specific model or feature.

7.4 No Warranty on Outputs

Constellations makes no representations or warranties regarding the accuracy, completeness, or reliability of outputs generated by the AI Expert Analysis Models. Such outputs are provided "as is" without warranty of any kind.

8. Training and Support

Partner may participate in optional weekly training cohorts offered by Constellations. Constellations reserves the right to modify the frequency, duration, format, and availability of training sessions at its discretion. Partner may also contact Constellations leadership regarding feature requests, methodology questions, and general guidance, provided on a reasonable-efforts basis without guaranteed response times.

9. Feedback and Feature Requests

9.1 Submission

Partner may submit feature requests, enhancement suggestions, and feedback to Constellations through designated channels.

9.2 Discretion

Constellations retains sole discretion over its product roadmap, feature prioritization, and development timelines. Submission of a feature request does not obligate Constellations to implement such feature.

9.3 License to Feedback

Partner grants Constellations a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, and otherwise exploit any ideas, suggestions, or feedback provided by Partner for any purpose, including product development and improvement, without obligation of attribution or compensation. Partner retains ownership of any underlying intellectual property in such feedback.

10. Certification

10.1 Certification Process

Partner may pursue Certification as a Certified Constellations Expert by completing the certification requirements established by Constellations, which may include training modules, demonstrated Platform proficiency, and qualitative review.

10.2 Certification Benefits

Upon achieving Certification, Partner shall be entitled to use the "Certified Constellations Expert" designation in marketing materials (subject to Constellations' brand guidelines) and to be listed in Constellations' public directory of certified partners.

10.3 Revocation

Constellations reserves the right to revoke Certification at its sole discretion if Partner fails to maintain required standards, materially breaches this Agreement, engages in conduct that reflects negatively on Constellations or the Program, or fails to comply with brand guidelines.

10.4 Effect of Termination

Upon termination or expiration of this Agreement, Partner's Certification shall automatically terminate, and Partner shall immediately cease use of any Certified Constellations Expert designation or similar marks.

11. Data Rights and Responsibilities

11.1 Partner Data Ownership

Partner retains all right, title, and interest in and to Partner Data, including survey designs, methodologies developed by Partner, and deliverables created for Partner's clients.

11.2 Participant Data

Partner acknowledges that Participant Data collected through surveys may include Personal Data. Partner is solely responsible for providing appropriate privacy notices to Participants, obtaining all necessary consents for data collection, complying with all applicable data protection laws, and ensuring that any collection of Personal Data from Participants is conducted in accordance with applicable law.

11.3 Data Processing

To the extent Constellations processes Personal Data on behalf of Partner, Constellations shall process such data only in accordance with Partner's documented instructions and applicable law. If required by applicable data protection laws, the parties shall execute a Data Processing Addendum, the current version of which is available at constellations.app/dpa/ or upon request.

11.4 Anonymized Data

Partner agrees that Constellations may retain and use anonymized, aggregated, or de-identified data derived from Partner's use of the Platform for purposes of improving the Platform, conducting research, and generating benchmarks, provided that such data cannot reasonably be used to identify Partner, Partner's clients, or individual Participants.

11.5 Data Security

Constellations shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Partner Data and Participant Data from unauthorized access, use, or disclosure.

12. Intellectual Property

The Platform, including all software, algorithms, AI models, user interfaces, documentation, and related Intellectual Property, is and shall remain the sole and exclusive property of Constellations. Partner retains all right, title, and interest in Partner's pre-existing Intellectual Property and deliverables created by Partner using the Platform, subject to Section 11.4. Partner grants Constellations a limited, non-exclusive license to use Partner Data solely as necessary to provide the Platform and perform its obligations under this Agreement. All rights not expressly granted herein are reserved.

13. Confidentiality

13.1 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence, not to disclose it to any third party except as expressly permitted herein, and to use it only for purposes of performing its obligations or exercising its rights under this Agreement.

13.2 Permitted Disclosures

A party may disclose Confidential Information to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; as required by law, regulation, or court order (with reasonable advance notice to the other party where permitted); or with the prior written consent of the disclosing party.

13.3 Exclusions

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

13.4 Survival

Confidentiality obligations survive termination or expiration of this Agreement for three (3) years.

14. Marketing and Publicity

Each party may use the other party's name, logo, and trademarks in marketing materials solely to identify the other party as a partner, subject to prior written approval and brand guidelines. Any case studies, testimonials, or joint marketing materials require mutual written approval prior to publication. Neither party shall issue any press release regarding this Agreement without the prior written approval of the other party.

15. Representations and Warranties

15.1 Mutual Representations

Each party represents and warrants that it has full power and authority to enter into this Agreement, that performance does not conflict with any other agreement, and that it shall comply with all applicable laws.

15.2 Constellations Warranties

Constellations represents and warrants that the Platform shall perform materially in accordance with its documentation during the Term and that it has all necessary rights to grant the licenses herein.

15.3 Partner Warranties

Partner represents and warrants that all Partner Data and survey content shall comply with applicable laws and shall not infringe any third-party rights, and that Partner shall obtain all necessary consents for data collection from Participants.

16. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. CONSTELLATIONS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CONSTELLATIONS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. PARTNER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS MAY CONTAIN ERRORS OR INACCURACIES AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY DECISION.

17. Limitation of Liability

17.1 Cap on Liability

EXCEPT FOR BREACHES OF SECTION 13 (CONFIDENTIALITY) OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 18, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO CONSTELLATIONS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.3 Basis of the Bargain

THE LIMITATIONS SET FORTH IN THIS SECTION 17 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

18. Indemnification

18.1 By Partner

Partner shall indemnify, defend, and hold harmless Constellations and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of Partner's use of the Platform in violation of this Agreement, Partner Data or survey content that infringes third-party rights or violates applicable law, Partner's failure to obtain necessary consents from Participants, or Partner's gross negligence or willful misconduct.

18.2 By Constellations

Constellations shall indemnify, defend, and hold harmless Partner and its officers, directors, employees, and agents from and against any claims that Partner's authorized use of the Platform infringes any third-party intellectual property rights, provided that such claim does not arise from Partner Data, modifications made by Partner, combination of the Platform with other products or services, or use of the Platform in violation of this Agreement.

18.3 Procedures

The indemnified party shall provide prompt written notice of any claim, grant the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation. The indemnifying party shall not settle any claim that admits liability or imposes obligations on the indemnified party without prior written consent.

19. Compliance

Partner agrees to comply with Constellations' Terms and Conditions, Privacy Policy, and Acceptable Use Policy, each as published on Constellations' website. Partner shall comply with all applicable federal, state, local, and international laws and regulations in connection with its use of the Platform, including data protection laws, consumer protection laws, and laws governing electronic communications.

20. Termination

20.1 Termination by Partner

Partner may terminate this Agreement at any time by providing at least thirty (30) days' prior written notice (including via the billing portal). Termination shall be effective at the end of the then-current Term. Subject to Section 4.2 (Refund Policy), fees already paid for the current Term are non-refundable.

20.2 Termination by Constellations for Convenience

Constellations may terminate this Agreement by providing at least thirty (30) days' prior written notice. If Constellations terminates for convenience, Constellations shall issue a pro-rata refund for the unused portion of the then-current Term.

20.3 Termination for Breach

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice, or becomes insolvent, files for bankruptcy, or ceases operations.

20.4 Termination for Misuse

Constellations may suspend or terminate Partner's access to the Platform immediately without notice if Partner violates the Acceptable Use Policy or engages in conduct that threatens the security, integrity, or availability of the Platform.

20.5 Effect of Termination

Upon termination or expiration, all rights and licenses granted hereunder immediately terminate. Partner shall immediately cease use of the Platform and any Constellations trademarks or designations. Each party shall return or destroy all Confidential Information of the other party. Partner shall pay all fees accrued through the effective date of termination.

20.6 Data Retrieval

Upon written request made within thirty (30) days following termination, Constellations shall make Partner Data available for export in a standard format. After such thirty-day period, Constellations may delete Partner Data in accordance with its data retention policies.

20.7 Survival

The following sections survive termination: Section 1 (Definitions), Section 11 (Data Rights), Section 12 (Intellectual Property), Section 13 (Confidentiality), Section 16 (Disclaimer), Section 17 (Limitation of Liability), Section 18 (Indemnification), and Section 21 (General Provisions).

21. General Provisions

21.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other.

21.2 Assignment

Partner may not assign or transfer this Agreement without Constellations' prior written consent. Constellations may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

21.3 Notices

All notices shall be in writing and deemed delivered upon personal delivery, confirmed overnight courier delivery, receipt of certified mail, or confirmed email transmission to the addresses associated with the account. Partner is responsible for maintaining a current email address in their account settings.

21.4 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, internet outages, or third-party service failures.

21.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

21.6 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation for thirty (30) days. If the dispute cannot be resolved, either party may initiate litigation in the state or federal courts located in St. Johns County, Florida. Each party consents to the exclusive jurisdiction and venue of such courts.

21.7 Attorneys' Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

21.8 Waiver

No waiver of any provision shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver.

21.9 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force and effect.

21.10 Entire Agreement

This Agreement, together with the documents incorporated by reference (including the Acceptable Use Policy, Privacy Policy, and Terms and Conditions published at constellations.app), constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

21.11 Amendments

Constellations may update these Terms and Conditions by posting a revised version on its website and providing Partner with at least thirty (30) days' notice via email. Continued use of the Platform after such notice constitutes acceptance of the updated terms. If Partner does not agree to the updated terms, Partner may terminate this Agreement in accordance with Section 20.1.