This Automattic for Agencies Platform Agreement, (the “Agreement”) is a legally binding agreement between Automattic Inc. (“Automattic”) and you, effective as of the date you first access the Platform (the “Effective Date”). By registering for and participating in Automattic for Agencies (“A4A”), you acknowledge and agree that you have read and agree to be bound by the terms of this Agreement. 

1. Automattic Services and Access
   1. License. Subject to your compliance with the terms and conditions of this Agreement, our privacy policy at https://automattic.com/privacy/ which you agree applies to your participation in A4A, and the applicable Terms of Service at: https://wordpress.com/tos/, https://pressable.com/legal/terms-of-service/, https://woocommerce.com/document/woopayments/our-policies/, https://automattic.com/for/agencies/community-guidelines, the Automattic API Guidelines at https://developer.wordpress.com/guidelines/ and any other terms provided to you by Automattic, Automattic grants you a license to access A4A solely for the purpose of procuring licenses to Automattic products and services made available to you in the A4A dashboard (the “Automattic Products”) to provide relevant services for your customers (“Customers”), and to receive applicable referral fees for products purchased by your Customers directly from Automattic. You shall not access or use A4A for any other purpose. You shall not publicly advertise or misrepresent prices of Automattic Products. Automattic Products and pricing or discounting therefore made available through A4A by Automattic may be added, removed, or changed at Automattic’s sole discretion, at any time. Automattic reserves the right, but not the obligation, to monitor any and all use of A4A and Automattic Products to ensure compliance with the terms and conditions of this Agreement. Automattic may, in its sole discretion, take any action it deems necessary to enforce this Agreement, including but not limited to, suspending or terminating your access to A4A, requiring remedial actions to correct non-compliance, or initiating legal proceedings. You may not participate in any other Automattic discount or incentive program, for example, the Automattic affiliate program, during the term of this Agreement.
   2. Account Access. In order to access A4A, you may be required to log in to Jetpack or other Automattic products with your applicable account. You shall not grant any third party access to A4A, and will maintain the confidentiality of any account login credentials provided by Automattic or generated by A4A. You shall ensure registration and other information you provide is complete, accurate, and up-to-date. You shall be responsible for the acts or omissions of any person who accesses A4A using these credentials. You agree to establish and use commercially reasonable procedures and controls to protect the privacy, security, and integrity of A4A. You will immediately notify Automattic of any actual or suspected threat or hazard to the security of A4A (“Security Breach”), and will assist Automattic in taking any actions Automattic deems necessary to remedy such Security Breach. 
   3. Relationship. The obligations and relationship between you and your Customers are your sole responsibility. You hereby acknowledge and agree that Automattic will have no liability or obligation to your Customers.
   4. Customer Referrals.
      1. Should you receive any introductions from Automattic to provide your services to a user of an Automattic product or service, you shall:
         1. respond to Customer following the introduction in a prompt manner and no later than 48 hours after such introduction;
         2. ensure such response includes information outlining the services and pricing you offer; and
         3. accept requested calls with a Customer to progress the potential relationship.
      2. Should the outcome of 1(d)(i) lead to a potential working engagement between you and Customer, you agree that Automattic may, at its discretion, review any proposal or quote prepared for Customer ahead of any communication of such proposal or quote to Customer

2. Fees and Payment
   1. Pricing. Unless otherwise specified by Automattic, you may license Automattic Products through A4A at rates provided by Automattic in the A4A dashboard (“Rates”), which are subject to change by Automattic from time to time during the Term. Automattic may change any rates, discounts, or referral fees upon written notice, or by updating the Rates, effective upon such notice or update. Unless otherwise required by Automattic, you are under no obligation to pass through any discount to your Customers.
   2. Promotions. During the Program, at its sole discretion, Automattic may offer promotions or incentives subject to certain conditions as stipulated by Automattic (“Promotion”). Should you receive any discount code, concession, or price reduction in relation to any applicable tier program, you shall adhere to any discount terms and conditions as provided to you by Automattic. 
   3. Payment. Unless otherwise specified by Automattic, Automattic will provide a monthly invoice to you, and you shall pay all amounts invoiced within ten (10) days from receipt. Alternatively, Automattic may require you to include a payment method in A4A to enable automatic payments. For any amounts earned by you, for example through a referral program offered through A4A, Automattic will pay you for verified amounts earned. 
   4. Refunds. Please see our refund policy to determine when you or Customers may be eligible for refunds. We’ll also provide refunds if required by law. In all other cases, there are no refunds and all payments are final.
   5. Monthly Reports. Upon Automattic’s request, you shall provide a monthly report showing data for Automattic Products licensed by you. If requested by Automattic, the report will detail for the prior month, at a minimum:
      1. The number of new Automattic Products licensed,
      2. the number of Automattic licenses terminated,
      3. the number of Automattic licenses transferred,
      4. the dates of activation, termination, and transfer of each of the foregoing,
      5. the number of your Customers using the Automattic Products, and the breakdown of Customers with each combination of license, and
      6. detail on number of Automattic Products purchased or upgraded, cumulatively and incrementally, compared to the prior month.
   6. Automattic may request reasonable backup documentation to verify the numbers included in the monthly report. You will provide the report no later than ten (10) days after Automattic’s request. Additionally, upon Automattic’s request, you will provide Automattic with a list of your current Customers, or with access to Customer websites.
   7. Audit. Automattic shall have the right at its own expense to retain a qualified independent third party to audit any and all records related to this Agreement, not more than once per quarter per year. In the event that the audit shows an overpayment by Automattic or underpayment by Company, Company shall promptly pay the corrective amount to Automattic, provided that in the event the payment discrepancy is greater than five percent (5%), Company shall also pay the reasonable, documented, cost of such audit.
3. Ownership
   1. As between the parties, Automattic owns all right, title, and interest in A4A, the Automattic Products, all Automattic intellectual property, and all registration data and other data collected by Automattic in connection with the use of Automattic Products.
   2. Except to the extent set forth herein, neither party grants the other any license, express or implied, to its intellectual property rights (including but not limited to patents, copyrights, trade secrets and trademarks), and you may not transfer or grant any licenses to the Automattic Products to any third party. 
   3. You recognize and acknowledge that the use of any Automattic Trademarks or intellectual property (the “Automattic Trademarks”) shall not confer upon you any proprietary rights to the Automattic Trademarks and you: (i) shall not question, contest or challenge Automattic’s ownership of any of Automattic’s Trademarks nor shall you claim any right, title or interest in any of the Automattic Trademarks, except the right to use the same pursuant to the terms and conditions of this Agreement, (ii) shall not encourage or assist others directly or indirectly to do so, either during the term (as defined above) or after its expiration, and (iii) shall not utilize the Automattic Trademarks in any manner that would diminish the value of the Automattic Trademarks or harm the reputation of Automattic. You additionally agree not to compete with Automattic’s own sales efforts, including, but not limited to, buying the Automattic Trademarks or other related keywords in SEM. Automattic must pre-approve any marketing materials or activities that use the Automattic Trademarks.
   4. Except as expressly permitted under this Agreement, or as otherwise permitted by Automattic in writing,  you may not, without Automattic’s prior written consent, publish any materials, make any announcements or publications containing or concerning Automattic or use the Automattic Trademarks. If approval is granted, you agree to abide by Automattic’s published trademark guidelines at all times, available at https://automattic.com/press/brand-materials/.
   5. You agree that Automattic may use your name and logo in any marketing materials, client listings and for the purpose of various Automattic agency directories, and shall provide assistance to Automattic as requested to participate in case studies, marketing materials, or other publications.
4. Term, Termination, Suspension
   1. Term. This Agreement will commence as of the Effective Date and will remain in effect for a period of one year from the Effective Date (the “Term”). After the Term, this Agreement will automatically renew for consecutive one-year periods (each a “Renewal Term”), unless either party gives written notice to the other at least thirty (30) days before the expiration of the then-current term.
   2. Termination. Either party may terminate this Agreement: (a) at any time, if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after receiving notice from the non-breaching party; or (b) immediately if the other party becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of creditors. Automattic may terminate this Agreement for any reason upon written notice to you. In the event of the termination or expiration of this Agreement, licenses to Automattic Products acquired hereunder shall terminate, and you must procure replacement licenses directly with Automattic, unless otherwise directed by Automattic. Further, you shall comply with any applicable wind-down processes or requirements provided to you by Automattic, which may include working with Automattic to communicate with users, continuing to provide services, or transferring applicable licenses to Automattic Products. 
   3. Suspension Rights. Automattic may suspend access to or remove access to the Automattic Products for you or your Customers or affiliates in Automattic’s sole discretion, if Automattic believes that you or a Customer of yours is engaged in: (a) any activity that may harm Automattic, its brand/reputation its systems or any third-party systems, (b) fraudulent or illegal activity or any other activity that could result in legal liability to Automattic or any third party; or (c) any other reason, subject to Automattic’s reasonable discretion. Any such suspension may continue until the activity giving rise to the suspension has been cured and Automattic has received satisfactory assurances that it will not recur. Automattic reserves the right to work directly with your Customers and affiliates to resolve any issue related to or arising out of this Agreement. Additionally, if Automattic determines, at its sole discretion, that you are not distributing new Automattic Products to a sufficient number of customers, Automattic may, upon written notice to you, revoke your access to any discounted rates or revenue share until such time as Automattic has determined you are distributing a sufficient amount of new Automattic Products.
5. Confidentiality

The parties each acknowledge that they may be furnished with, receive or otherwise have access to information of or concerning the other party that such party considers to be confidential, a trade secret, or otherwise restricted. “Confidential Information” means all information, in any form, furnished or made available directly or indirectly by one party to the other that is marked confidential, restricted, or with a similar designation, or information which, under the circumstances of its disclosure, a reasonable party would deem to be confidential information. For clarity, Automattic Confidential Information shall include (but not be limited to) the Rates and any other information related to pricing, discounts, or the Automattic Products. Each party shall maintain as confidential and shall use at least the same degree of care as it employs to avoid unauthorized disclosure of its own Confidential Information, but in any event no less than commercially reasonable efforts. In addition to the confidentiality obligations set forth herein, the parties agree to comply with all applicable data protection laws concerning the processing of personal data. You shall implement and maintain a privacy policy in accordance with such laws, which shall include provisions relating to the collection, use, and sharing of personal data obtained in the course of performing this Agreement.

6. Representations and Warranties
   1. Each party represents and warrants to the other party that: (1) it is duly organized, validly existing and in good standing under the laws of the state under which it is organized; (2) it has the power and authority to enter into this Agreement and to perform fully its obligations hereunder; (3) it is under no contractual or other legal obligation that will in any way interfere with its full, prompt and complete performance hereunder; (4) the individual executing this Agreement on its behalf has the authority to do so; (5) it will comply with all applicable laws, rules, and regulations in its performance under this Agreement, and its performance hereunder shall not cause the other party to violate any of the foregoing; and (6) the obligations created by this Agreement, insofar as they purport to be binding on it, constitute legal, valid and binding obligations enforceable in accordance with their terms.
   2. You additionally represent and warrant to Automattic that: (1) you shall access and use A4A solely as contemplated under this Agreement to license Automattic Products for your use on behalf of your Customers; (2) you have all appropriate rights, licenses, and consents to incorporate the Automattic Products into your Customers’ products and services, and to bind Customers to the applicable Automattic terms of service for each Automattic Product; (3) you shall not place excessive calls to Automattic’s systems or otherwise overburden Automattic systems, as determined by Automattic; (4) you shall not use or allow the use of Automattic APIs to send or facilitate the sending of unsolicited communications or for any fraudulent purpose; (5) you shall not modify, decompile, reverse engineer or otherwise alter or seek to derive the trade secrets and other inherent intellectual property of any Automattic API or A4A; (6) you shall not use the any Automattic API or A4A (i) to create or enable any application, website, tool, or other mechanism that is, or enables, or operates in conjunction with, any malware, spyware, adware, other malicious programs or code, or (ii) in any manner that would violate any applicable law or governmental regulation; (7) you shall not violate or misappropriate the intellectual property rights of Automattic or any third party; (8) you have all necessary rights, licenses, and consents to provide any applicable data or information to Automattic; (9) you will perform your services in a professional, prompt, and competent manner; (10) you will not sublicense or subcontract any of the services you have agreed to perform for your client related to the Automattic Products without advance written permission from Automattic; and (11) you shall not engage in any activity that, in Automattic’s sole discretion would harm the reputation or brand of Automattic.
   3. Any warranties for the Automattic Products shall run directly from Automattic to the Customer or prospect. In no event shall you make any representation, guarantee or warranty concerning the Automattic Products.
   4. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AUTOMATTIC MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. Indemnification

You will indemnify, defend and hold harmless Automattic, its affiliates, subsidiaries, and its directors, officers and employees against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by Automattic in connection with any claim arising out of or relating to this Agreement or A4A. 

8. Limitation of Liability

Except for your breach of confidentiality obligations in Section 5, your indemnification obligations in Section 7, or your gross negligence or willful misconduct, in no event will Automattic or you be liable for indirect, special, incidental, punitive or consequential damages arising out of or related to this Agreement, however caused, and under whatever cause of action of theory of liability even if a party has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, Automattic’s total aggregate liability will not exceed $1,000. 

9. Miscellaneous
   1. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
   2. Assignment. This Agreement is not assignable or transferable by you except to any successor corporation or entity whether by purchase of all or substantially all of the assets relating to this Agreement, a sale of a controlling interest of the capital stock of the assigning party, by merger, consolidation or otherwise.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
   3. Notices. All notices must be in English, in writing and sent by email to the other party’s email address as indicated below. Notice will be treated as given on receipt, as verified by electronic log. If to you: any email address used to register with A4A or one of your Automattic accounts. If to Automattic, with copies to partnerships@automattic.com and contracts@automattic.com
   4. Governing Law. This Agreement shall be governed by the laws of the State of California, without reference to conflict of law principles. For all disputes arising out of or related to this Agreement, the parties submit to the exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Northern District of California.
   5. Amendment. We may modify this Agreement from time to time, for example, to reflect changes to A4A (e.g., adding new features or benefits, or retiring certain features) or for legal, regulatory, or security reasons. If we do this, we’ll provide notice of the changes, such as by posting the amended Agreement and updating the “Last Modified” date or, if the changes, in our sole discretion, are material, we may notify you through our services or other communications. Any changes will apply on a going-forward basis, and, unless we say otherwise, the amended Agreement will be effective immediately. By continuing to use A4A, you agree to be bound by the updated Agreement. You have the right to object to any changes at any time by ceasing your use of A4A.
   6. No Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 
   7. Entire Agreement. This Agreement, inclusive of all referenced terms herein, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. Any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the parties after the effectiveness hereof, shall have no force or effect.
   8. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable.
   9. No Third party Beneficiaries. The provisions hereof are for the benefit of the parties only and not for any other person or entity.
   10. Survival. Any provisions which by their nature should survive termination or expiration of this Agreement will survive.

Last updated: April 30, 2025