Version 1.0Effective October 9, 2026
This Partnership Agreement (the "Agreement") is entered into between ESMÉ Mental Health and Wellness Guide ("ESMÉ," "we," or "us") and the organization identified in the partnership application ("Partner" or "you"). By submitting the application and typing an authorized representative's full legal name below, you confirm that you have read, understood, and agree to be bound by this Agreement.
1. Partnership and Scope
This Agreement establishes a non-exclusive collaboration to extend compassionate, evidence-based wellness resources to the Partner's community. The specific activities, referral arrangements, content, and any co-branded materials will be described in a separate statement of work or confirmed in writing by both parties.
Nothing in this Agreement creates a joint venture, employment, or agency relationship. Neither party may bind the other without prior written consent.
2. Roles and Responsibilities
The Partner agrees to promote ESMÉ in good faith through the channels described in its application and to designate a primary contact for the partnership. ESMÉ agrees to provide approved materials, reasonable support, and, where applicable, referral tracking and reporting.
Each party is responsible for the accuracy of the information it provides and for complying with all laws and regulations applicable to its own activities.
3. Referral, Revenue, and Fees
Where the partnership includes referrals, ESMÉ may provide a tracking code or link. Referral commissions or shared revenue, if any, are set out in the statement of work and apply only to verifiable signups or purchases attributed to the Partner. Refunds, chargebacks, and fraudulent transactions are not eligible.
Unless otherwise agreed in writing, each party bears its own costs of performing under this Agreement. Any revenue share is paid through a method and schedule we mutually confirm.
4. Confidentiality and Data
Information shared between the parties that is marked confidential or reasonably understood to be confidential (including member data) must be protected and used only for the partnership. Personal data must be handled in compliance with applicable privacy laws, and neither party will sell or misuse the other's confidential information.
ESMÉ does not share personally identifying information about members with the Partner beyond what is needed to administer the partnership.
5. Brand and Intellectual Property
Each party retains ownership of its own name, logos, and content. We grant the Partner a limited, revocable, non-exclusive license to use approved ESMÉ marks and materials solely for partnership activities. Co-branded materials require mutual written approval before use.
The Partner will not modify ESMÉ marks or imply endorsement of products or services outside the agreed scope.
6. Health and Wellness Disclaimer
ESMÉ content is educational and supportive; it is not a substitute for professional medical or mental-health advice, diagnosis, or treatment. The Partner will not present ESMÉ content as medical advice and will encourage its community to seek qualified care in a crisis.
7. Term and Termination
This Agreement begins on written approval and continues until either party ends it with thirty (30) days' notice, or immediately for cause, including material breach. Upon termination, each party stops using the other's marks and returns or deletes confidential information as requested.
8. Disclaimers and Limitation of Liability
ESMÉ services are provided on an as-is basis. To the fullest extent permitted by law, neither party is liable for indirect or consequential damages arising from this Agreement, and each party's total liability is limited to the fees paid or payable under the partnership in the preceding six (6) months.
9. General Terms
This Agreement is governed by the laws of the State of Texas without regard to conflict-of-laws principles. If any provision is found unenforceable, the rest remain in effect. We may update this Agreement by posting a new version; continued participation after a change constitutes acceptance of the updated terms.
By typing the full legal name of an authorized representative below, you confirm that you have authority to bind the Partner organization, that you have read this Agreement, and that you intend the typed name to serve as a legally binding electronic signature under the E-SIGN Act and applicable law.
