Partner Services Licence Agreement

Partner Services Licence Agreement

This Partner Services Licence Agreement ("Agreement") is made and entered into as of by and between Licensor Name: , a Entity Type: Corporation Limited Liability Company Other, principal place of business at ("Licensor"), and Licensee Name: , a Entity Type: Corporation Limited Liability Company Other, principal place of business at ("Licensee"). Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Licensor develops and provides certain partner services and related technology described herein as the "Licensed Services" and retains all intellectual property rights therein; and

WHEREAS, Licensee desires to obtain a limited, non-exclusive licence to offer, resell or integrate those services within the Territory set forth below and subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties wish to set forth the rights and obligations of each Party with respect to the provision, support and monetization of the Licensed Services.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

"Licensed Services" means the partner-facing services, software, APIs, documentation and support described in the Service Description: and further detailed in Exhibit A attached to this Agreement.

"Territory" means .

2. Grant of Licence

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as permitted in Section 14), revocable licence to market, distribute and provide the Licensed Services to End Users within the Territory during the Term, solely in accordance with the permitted use cases set forth in Exhibit A. All rights not expressly granted are reserved by Licensor.

3. Licensed Services; Support

Licensor will provide the Licensed Services and reasonable partner support as described in Exhibit B. Licensor shall use commercially reasonable efforts to maintain availability consistent with the service levels set forth in Exhibit B; however, Licensor does not warrant uninterrupted operation and shall provide credits or remedies solely as described in Exhibit B.

4. Fees and Payment

In consideration for the licence and delivery of Licensed Services, Licensee shall pay Licensor fees in accordance with the fee schedule set forth in Exhibit C. Unless otherwise agreed, all fees are due within thirty (30) days of invoice and are non-refundable.

5. Term and Termination

The Term of this Agreement begins on the Effective Date set forth above and continues for years unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after written notice.

Upon termination, Licensee shall cease all use of the Licensed Services and, if requested by Licensor, certify in writing that it has destroyed or returned all Licensor Confidential Information.

6. Confidentiality

Each Party agrees to hold in confidence and not disclose or use any confidential information of the other Party except as necessary to perform under this Agreement. Confidential Information excludes information that is or becomes generally available to the public through no fault of the receiving Party, independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or rightfully obtained from a third party.

7. Intellectual Property

Licensor retains all right, title and interest in and to the Licensed Services, including all intellectual property rights. Licensee shall not remove, alter or obscure any proprietary notices on the Licensed Services. Licensee retains ownership of its Customer Data; Licensor shall have a limited, revocable licence to use such data only to the extent necessary to provide the Services.

8. Warranties; Disclaimers

Licensor represents that it has the right to grant the licence granted hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSED SERVICES ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement, misuse of the Licensed Services or violation of applicable law. Licensor shall indemnify Licensee to the extent a third-party claim alleges that the Licensed Services, as provided by Licensor and used in accordance with this Agreement, infringe a third-party patent, copyright or trademark, subject to the limitations in Section 10.

10. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Data Protection

Each Party shall comply with applicable data protection laws in the processing of personal data. To the extent Licensor processes personal data on behalf of Licensee, the Parties shall execute a data processing addendum specifying roles, security measures and permitted processing activities.

12. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may designate by notice). Notices shall be deemed given upon receipt.

13. Assignment

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.

14. Amendments; Waiver

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude other or further exercise.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or relating to this Agreement.

16. Entire Agreement; Severability

This Agreement, together with all Exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

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