EXTENSION DEVELOPMENT AGREEMENT
This Agreement is between Oro Inc. software development company which resides at 8072 Melrose Ave Los Angeles, CA 90046 (“Oro”, “we”, “us”, or “our”), and the person or entity making a Contribution to Oro Marketplace signing this document. (“Contributor”, “Partner”, “you” or “your”, and collectively with Oro, the “Parties”).
- PARTNER PARTICIPATION
Company’s Extension Development Partner Program is intended to provide companies that have been, or intend to be, developing and maintaining independent Extensions (including maintaining independent support and maintenance for such Extensions), with access to Company products for Extension development and testing purposes, as well as enabling the publishing, promoting or providing of such Extensions to clients and end users of the Company Software either through the Company marketplace or independently by Provider through a link from Company marketplace if Extension is not to be provided for free, as further detailed herein.
- AGREEMENT END DATE
This Agreement shall be effective from the Effective Date and continue for an initial period of 12 months at which time this Agreement will automatically renew for additional 12 months period in accordance with the then-prevailing partner program terms and conditions, unless earlier terminated as provided in the General Terms and Conditions attached as Exhibit A (the “Term“).
- THIS AGREEMENT
- Exhibit A – General Terms and Conditions
- Exhibit B – Partner Requirements and Benefits
This Agreement, including this cover section and all Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
This Agreement may be executed in counterparts, each of which will be considered an original, and all of which together will constitute one instrument.
General Terms and Conditions
All capitalized terms used but not defined herein, shall have the meaning ascribed to them elsewhere in the Agreement. The following terms are defined for the purposes of this Agreement as follows:
1.1. “Extension” means the development by Partner or on its behalf, of a separate stand alone extension add-on and/or connector to be used with the Company Software that comes to enhance/extend a feature, a capability or connect the Company Software with other external products or service, including external products or services of Vendors.
1.2. “Modifications” means any code that modifies the external layer of the core, baseline Software product for the sole purpose of creating an Extension by anyone other than Company.
1.3. “Partner Modifications” means any authorized Modifications developed by Partner, or any third party including its clients, end users or Vendors, including if undertaken on behalf of any such third party, Company or any of its Vendors, clients or end users.
1.4. “Proprietary Material” means any information in tangible form disclosed by one party to the other party under this Agreement, marked as “confidential” or “proprietary” or with a similar legend. Notwithstanding the foregoing, the Software and any documentation related to the Proprietary Material of Company regardless of whether so marked. Proprietary Material does not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party.
1.5. “Software” means Company’s commercial proprietary e-commerce software solutions known as Company™ ________ and any other commercial software solutions that may become available, either as part of this Agreement or under a separate agreement, plus associated technical documentation, and all Updates thereof furnished to Partner. Except as otherwise specified herein, the term Software includes certain open source software programs described in Section 3.4. “Software” does not include any Modifications, including Partner Modifications.
1.6. “Updates” means all published revisions and corrections to the printed documentation and corrections and new releases of the Software which are generally made available to Company’s supported customers at no additional cost or for media and handling charges only. Updates shall not include any options or future products which Company sells separately.
1.7. “Vendors(s)” means any third party that makes its products and services available to licensees of the Software via an Extension.
2.1. Extension Development Partner Program. Subject to this Agreement, Partner is hereby invited, and Partner hereby accepts and agrees, to participate in Company’s Extension Development Partner Program. Partner shall be entitled to present itself as such.
2.2. Non-Exclusive. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to limit or prevent Company from developing on its own, marketing, distributing, licensing, selling, or entering into similar relationships with respect to, the Software or associated professional services anywhere throughout the world. For avoidance of doubt it is made clear that nothing in this Agreement shall limit the Company in any way from developing or having developed software and/or products similar to the Extensions or that provide in essence the same capabilities or functions or requesting services of any third party relating to such Extensions.
3. GRANT OF LICENSE AND LIMITATIONS
3.1. Grant of License to Extension Development Partners. Company hereby grants to Partner, and Partner hereby accepts, the following limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license throughout for ____ months (“Company Software License Term“, subject to this Agreement and for the following uses only:
- 3.1.1. to use the Software, in accordance with the associated technical documentation, for the sole purpose of testing the operation of an Extension.
- 3.1.2. to use the Software, in accordance with the associated technical documentation, for the sole purpose of creating and developing Partner Modifications.
- 3.1.3. to use the Company APIs, for the purpose of developing and maintaining the Extension.
3.2. In addition, Company hereby grants to Partner, and Partner hereby accepts, the following limited, non-exclusive, non-transferable, non-assignable, non-sub licensable license throughout the Term to use Company’s Marks in accordance with the provisions of Section 9.3
3.3. Exclusions. The license granted herein in Section 3.1 and 3.2 does not include the right (a) to permit any person or entity to have access to the Software by means of time sharing, remote computing services, networking, batch processing or any other means; and/or (b) to reverse-compile, disassemble, decompile, or otherwise reverse-engineer the Software in order to recreate its source code; (c) to make commercial or business use of the Software of the Marks or any other use not specifically detailed in Section 3.1 or 3.2 above, including for Partner’s benefit or to enable such use for the benefit of any third party.
3.4. License to Company. Partner hereby provides Company a copy of the Extension code as well as a copy of the Extension working appropriately with the Software, and grants to Company a license during the Term to test the Extension and Partner Modifications both by themselves and with those of other partners or third parties as well as for the purpose of making the Extension available for downloading through Company’s marketplace (or through Partner website as linked from Company marketplace if Extension is not for free) by any interested party at the sole and exclusive liability of Partner and under its terms and conditions related to such use as will be specifically signed and agreed on between Partner and third party in the Partner Extension Use License and Services Agreement (as defined hereafter) directly linked to the Extension and accepted as condition to its downloading. Company may choose, at its sole discretion, if to allow direct downloading from its marketplace or just provide a link to Partner’s URL for such downloading. Company may decide not to allow the Extension to be provided through its marketplace, or to delete the downloading option or URL connection to any such Extension at any time and upon its sole discretion with no prior notice or liability towards Partner.
3.5. Open Source. The Software includes certain open source software which is governed by the applicable license terms thereof. A list of such open source software, as amended from time to time, including the links applicable to such open source software is specified in the product release notes for each Software version. In the event of any contradiction between the provisions of this Agreement and the provisions of such applicable license agreement, the provisions of the applicable open source license agreement shall prevail solely with respect to such open source software products. Company makes no warranty or indemnity with respect to any open source code included within the Software.
3.6. Security Mechanisms. Company reserves the right to insert a security mechanism in future versions or releases of the Software, meaning any hardware or software device, method, scheme or process to control access to and/or use of the Software.
3.7. No Obligation to Manufacture. Company is not obligated to continue to manufacture or support any particular item or model of the Software for any specific period. Company specifically reserves the right to modify any of the specifications or characteristics of the Software.
4. PARTNER REPRESENTATIONS
4.1. Representations and Warranties. Partner represents and warrants (i) that it has the right to enter into this Agreement and provide the rights to the Extensions and Partner Modifications as further detailed herein, without any need of Company or any third party to get any other approval, license or right, whether paid for or not, for use or publication of such Extensions or Partner Modifications; (ii) that the use of the Extensions or the Partner Modifications will not breach or infringe on any law, rule or regulation, and/or third party rights, including patent, trademarks, trade secrets or any other intellectual property rights and the Open Source and its applicable licenses that may be part of the Software as further detailed in Section 3.5 above; (iii) all such Extensions and Partner Modification will be free and clear from any material defects and fully comply with all specifications; (iv) that it possesses the experience, skills and resources required to provide Extension development, support and maintenance services to the Extension and to carry out the activities described herein and perform its obligations hereunder in a professional and highly skilled manner; (v) that it shall conduct its business in a manner that reflects favorably at all times on the Software, goodwill and reputation of Company and avoid deceptive, misleading or unethical practices, and refrain from making any representations, warranties or guarantees on behalf of Company and/or with respect to the Software that are inconsistent with those made by Company in its published literature for the Software; (vi) that it shall not allow any use of the Extension or provide any Extension development, warranties or support and maintenance services without first entering into a written agreement with such applicable party (“Partner Extension Use License and Services Agreement“) , including any clients or end users interested in making use of the Extension with the Software, all at Partners sole and exclusive liability, and which shall contain at least the minimum terms set forth in Section 2.3 of Exhibit B; (vii) that Partner personnel shall conduct themselves in a manner that reflects the highest professional and ethical standards and (viii) that Extensions and the Partner Modifications have been completely self developed by Partner and without use of any third party code, software or open source code that is contaminating in nature or may require Company or any third party, including clients or user of the Extension or the Software to be: (I) subject to GNU Affero General Public License or similar licensing requirements, (II) requires the disclosure or distribution of all or a portion of the source code for any Company product, service and/or intellectual property rights, including the Software (III) creates, or purports to create, obligations on Company, (IV) grants, or purports to grant, to any third party any right to, or immunities under, intellectual property rights of Company, (V) under obligation to receive additional approvals, licenses or rights of use from third parties before being able to make use of the Extension or Partner Modification and/or (V) could be interpreted or asserted as causing any of Company’s product, service and/or intellectual property rights including the Software: (a) be licensed for the purpose of making derivative works; (b) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; and/or (c) be redistributable at no charge.
4.2. Support and Maintenance. Partner undertakes to provide maintenance and support to the Extension in a commercially reasonable level but at least in the level similar to the level of maintenance and support Company provides its customers and end users in relation to its Software (as detailed in ______), including response to urgent matters within no more then 2 hours and response to non urgent matters within no more than 24 hours. Such maintenance and support shall be provided by Partner to its customers and end users for the Term of the Agreement and at least one year after its termination.
4.3. Compliance with Laws. Partner shall comply fully with all applicable laws, regulations, and ordinances applicable to the performance of its obligations hereunder and shall obtain all applicable permits and licenses required of it in connection with its obligations hereunder.
5. PAYMENT OF FEES
5.1. Fees. The participation in the Extension Development Partner Program currently is without any fees. Company has the right to change this upon written notice to Partner at any time.
5.2. Taxes. All stated prices are exclusive of any taxes, fees and duties or other amounts, however described, including sales, use, withholding and value added taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Software, Extensions or services (including maintenance and support services)shall be paid by Partner or Partner shall present an exemption certificate acceptable to the taxing authorities.
5.3. Late Payment. Should there be any applicable fees, Partner shall pay to Company interest on any amount Company which is not paid promptly and when due at a rate equal to the lower of (a) 1.5% per month, or (b) the maximum rate of interest allowable under applicable law.
6.1. Warranty for Software. ALL SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS”.
6.2. DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6 ARE THE ONLY WARRANTIES MADE BY COMPANY WITH RESPECT TO THE SOFTWARE AND ANY SERVICES PROVIDED BY COMPANY. COMPANY MAKES NO OTHER WARRANTIES, INCLUDING WARRANTIES WITH RESPECT TO ANY PARTNER MODIFICATIONS OR EXTENSIONS, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND, SPECIFICALLY, MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY’S EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, COMPANY RENDERING TECHNICAL OR OTHER ADVICE OR SERVICES IN CONNECTION WITH THE SOFTWARE.
7. LIMITATION OF LIABILITY
7.1. LIABILITY EXCLUSIONS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, OR FOR BREACH OF OBLIGATIONS ASSOCIATED WITH CONFIDENTIALITY, LICENSE TO PARTNER, OR PARTNERS LIABILITY IN RELATION TO THE EXTENSIONS, THE MODIFICATIONS, PARTNER MODIFICATIONS, PARTNERS EXTENSION USE LICENSE AND SERVICES AGREEMENT, AND SUPPORT & MAINTENANCE SERVICES BY PARTNER OR ON ITS BEHALF, INCLUDING ANY DAMAGES RELATING THERETO (OR DUE TO LACK OF) TO ANY ON CLIENTS AND END USER, IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO THE OTHER PARTY’S BUSINESS REPUTATION HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THE FIRST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. LIABILITY CAP. NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL COMPANY BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY PARTNER UNDER THIS AGREEMENT, IF ANY, WITHIN THE 12 MONTHS PRIOR TO THE AFORMENTIONED ACTION.
Partner shall indemnify and hold Company harmless from any claims or damages (including Company attorney fees) made against Company as a result of (i) any third party claim brought against Company that the Modifications, Partner Modifications or Extension (or Software when used with or in correlation with the Extension, Modifications or Partner Modification) infringes a patent, design right, copyright, trade secret or other intellectual property right; and/or (ii) any claims that a a third party may make against Company in connection with the provision of Extension use, development and/or support & maintenance services (or lack of) by Partner or on its behalf or any other claims in relation to Partner’s obligations, undertakings and liabilities under this Agreement or the Partner Extension Use License and Services Agreement, including if in relation to the Software but caused due to or relating to the Extension and/or the Partner Extension or the Partner Extension Use License and Services Agreement
9. PROPRIETARY RIGHTS
9.1. Proprietary Materials. Partner agrees that the Software, related documentation, manuals, and other Proprietary Material provided to Partner hereunder are proprietary information of Company and that Company shall retain all title, copyright, design, patent and other proprietary rights to all Proprietary Material and to all copies thereof. Company and Partner agree that Partner shall, retain all title, copyright, design, patent and other proprietary rights in and to the Extension (but in both cases, not including any preexisting Company intellectual property rights therein).
9.2. Confidentiality of Proprietary Materials. The parties acknowledge that each party’s Propriety Material constitutes a valuable asset of such party. Each party shall hold the Proprietary Material of the other party strictly confidential and shall utilize it only in accordance with the terms of this Agreement. Except as expressly permitted by this Agreement, each party shall limit the use of, and access to, the Propriety Material to its employees or agents whose use of or access to the Propriety Material is necessary for such party’s business and for the sole purpose of carrying out its rights and responsibilities under this Agreement. Each party shall, by all appropriate means, make reasonable best efforts to prevent unauthorized disclosure, publication, display or use of any Proprietary Material.
9.3.1. All trademarks, service marks, trade names, logos or other words or symbols identifying the products and business of a respective party or its licensors (“Marks”), including the Software or Company’s business or Partner’s business, are and will remain the exclusive property of such party and its licensors, whether or not specifically recognized or perfected under applicable law. Partner expressly acknowledges that “Company” and the Company logo are trademarks of Company. Neither party will acquire any right in the other party’s Marks, except the limited license specified in Section 9.3.2. Neither party will register, directly or indirectly, any trademark, service mark, trade name, company name, Internet domain name or other proprietary or commercial right that is identical or confusingly similar to the other party’s Marks or that constitutes a translation thereof into any other language(s). Upon the request by the owner of a Mark, the other party will execute or obtain execution of the instruments that may be appropriate to register, maintain or renew the registration of the Marks in the name of the owner of the Mark at such owner’s expense.
9.3.2. Each party will use the other party’s Marks exclusively to advertise and promote the business relationship contemplated by this Agreement. All marketing and promotional materials created by the non-owner of a Mark will: (i) clearly identify the other party and its licensors as the owners of the Mark; (ii) conform to the then-current trademark and logo guidelines of the owner of the Mark; and (iii) otherwise comply with any local notice or marking requirement contemplated under applicable law. Each Party agrees to supply the other party upon its request samples of marketing or promotional materials that bear its Mark for his approval.
10.1. Termination for convenience. Either Party may terminate this Agreement at any time during the Term or any renewal thereof, by providing thirty (30) days’ prior written notice to the other Party. If applicable, Annual Partner Fees are non-refundable.
10.2. Termination for Cause. Company will have just cause to terminate this Agreement, without judicial or administrative notice or resolution, immediately upon written notice to the other party, if: (i) Partner or any of its employees, agents, consultants, contractors, representatives or affiliates is in breach of a material obligation under this Agreement and, in the event that the breach is capable of cure, Partner fails to cure the breach within fifteen (15) days after written notification of the specific breach and demand for such cure; (ii) Partner ceases to conduct business in the normal course, is declared insolvent, makes a general assignment for the benefit of creditors or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it; (iii) the direct or indirect ownership or control of Partner, as of the Effective Date, changes in a manner that, in Company’s judgment, may adversely affect Company’s rights or business interests or (iv) Company received complaints from any third party relating to the Extensions, Partners maintenance & support or the Partner Extension Use License and Services Agreement or feels the Extensions, Partners maintenance & support or the Partner Extension Use License and Services Agreement may cause any risks or concerns to any third party, including its clients or customers.
10.3. Consequences. Upon the termination of this Agreement: (i) Partner’s license and other rights hereunder will immediately cease, and Company will have no further obligations to Partner under this Agreement; (ii) Partner and Company will pay each other all due and outstanding amounts, if any (iii) Partner will purge from its computer systems, storage media and other files and, at Company’s option, destroy or deliver to Company or its designee all copies of the Software within Partner’s possession or control; (iv) Partner will, at Company’s option, destroy or deliver to Company or its designee all items within Partner’s possession or control that contain any Proprietary Materials or bear a Mark; and (v) Partner will certify in writing that Partner has complied with all of its termination obligations contemplated under this Agreement; and Company may immediately delete any Extensions made available on its market place or any links related thereto and Partner shall immediacy do the same anywhere such Extensions are made available and shall, if requested to do so by Company (for whatever reason, including due to some risk assessment by Company of continued use of the Extension upon Company’s sole discretion and at Company’s sole opinion), immediately notify any third parties making use of such Extensions or that have signed the Extensions or the Partner Extension Use License and Services Agreement that this is immediately terminated and use of the Extensions according thereto must be immediately stopped and all copies of such Extensions immediately destroyed. Notwithstanding the above, Partner shall provide all customers that have downloaded or purchased the Extension prior to date of termination, for whatever reason, ongoing maintenance and support for at least 1 year after termination at the minimum terms detailed in Exhibit B.
10.4. Survival. Notwithstanding the foregoing, Sections 4.2 (Support and Maintenance), 4.3 (Compliance with Laws), 5 (Payment of Fees), 7 (Limitation of Liability), 8 (Indemnification), 9 (Proprietary Rights), 10.3 (Consequences), 10.4 (Survival), and 11 (General) of these General Terms and Conditions shall survive any termination of this Agreement.
11.1. Independent Contractors. Company and Partner are independent contractors under this Agreement. Nothing herein will be construed to create a partnership, joint venture, or agency relationship between the parties, regardless of the use of the word “partner” herein to refer to one or both parties or in the title of this Agreement.
11.2. Assignment. Partner may not assign this Agreement, delegate any duty or assign any right hereunder without the prior written consent of Company.
11.3. Governing Law and Jurisdiction. This Agreement, together with all exhibits hereto, is made in and shall be governed by the laws of the State of California, excluding choice of law principles. All proceedings shall be conducted in English. Exclusive venue for all proceedings shall be in Los Angeles County, California. The United Nations Convention for the International Sale of Goods shall not apply.
11.4. Headings. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
11.5. Survivability and Waiver. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decisions. The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.
11.6. Amendments. This Agreement may be amended only by a written document executed by both parties. Notwithstanding the aforementioned, Company may change these terms and conditions and Exhibit B during the Term, at any time upon notice to Partner provided that such change shall not adversely effect Partner, without Partner’s prior written consent.
Partner Requirements and Benefits
This Exhibit B sets certain requirements and benefits that are applicable to the Agreement.
1. BUSINESS RELATIONSHIP AND GOALS
This overview of Company’s Extension Development Partner Program is intended to facilitate a strong and mutually successful relationship with Company.
1.1. Use, Integration Development and Support Maintenance. Partner agrees (i) to test its own Extensions to fit Company requirements and to be fully compliant and compatible with the Software and its Updates, as may change from time to time; (ii) to provide any users that are interested in downloading the Extension (either from Company marketplace or from any other place) with the Partner Extension Use License and Services Agreement, and specifically explaining to such users that such Extension is not under the liability of Company and is a standalone option not tied to or related to Company in any manner and provided for use under Partner’s sole and exclusive liability and (ii) unless a merchant user actively “opts-out”, to provide merchant users with ongoing support and maintenance services for its Extension(s) at Partners sole and exclusive liability, and at least at the level of support and maintenance services Company provides to its customers and end users (as detailed in ______), including response to urgent matters within no more then 2 hours and response to non urgent matters within no more than 24 hours.
1.2. In addition, Partner undertakes:
- 1.2.1. Marketing the Extension on Company market place by uploading Extension to market place after being approved by Company. For this purpose Partner shall provide Company the following information:
- 126.96.36.199. Extension detailed description
- 188.8.131.52. Release notes when applicable
- 184.108.40.206. Support information
- 220.127.116.11. Pricing when applicable
- 18.104.22.168. A copy of the Partner Extension Use License and Services Agreement downloader’s of the Extension are required to approve before first use of the Extension
- 1.2.2. If Partner wishes that the Extension will not be made available for free, Company will provide a link from its marketplace to the site detailed by Partner, from which the Extension can be purchased.
- 1.2.3. Notwithstanding the above, Partner undertakes to make sure that at all times, if a free Extension is also made available on other websites and not only on Company marketplace, or for any Extension not provided for free and linked from Company marketplace to website where Extension is available for purchase, to make sure the following information relating to the Extension will be available and will be exactly like that information provided to Company to be posted on Company marketplace:
- 22.214.171.124. Extension detailed description
- 126.96.36.199. Release notes when applicable
- 188.8.131.52. Support information
- 184.108.40.206. A copy of the Partner Extension Use License and Services Agreement downloader’s of the Extension are required to approve before first use of the Extension
- 220.127.116.11. Clearly promote Company Product and Company Software on the page
- 1.2.4. Providing of backup information and details to Company including technical details which shall include the matters listed hereafter and anything else Company shall reasonably request:
- 18.104.22.168. Submit full Extension code for review
- 22.214.171.124. Submit demo of Extension working appropriately with Company Product or Company Software
- 126.96.36.199. Provide Company full details and copies of updated Extension code anytime any changes, modification or enhancements are made to the Extension, before updating the Extension
1.3. Minimum Terms. Partner agrees that it shall not provide Extensions to merchant users without a written agreement in which Partner acknowledges and agrees that (i) Company will not have any liability to merchant user arising out of Partner’s acts or omissions or in relation to the Extension or the Software, if caused or relating to the Extension; and (ii) all warranties, support and maintenance services are being provided by Partner, and not Company, and Partner shall be solely responsible for providing such ongoing services.
2. PARTNER BENEFITS
2.1. Software Copy. Company shall provide a copy of the Software to Partner, including the associated technical documentation, for use by Partner solely in accordance with the Agreement and for testing of the Extension only (all as further detailed in Section 3.1 above in the Agreement), within two (2) business days from the signing of this contract.
3. PARTNER FEES