Released May 26, 2015
- Getting Started; Creating Apps
- Offering Apps in SugarExchange<
- Additional Terms
Notwithstanding anything to the contrary in these Terms, if you are a reseller, referral, teaming or OEM partner of SugarCRM with a valid signed contract (each an “Separate Partner Agreement“), then the terms and conditions in the Separate Partner Agreement with respect to development/distribution licenses, intellectual property ownership and any other terms applicable to use of the Licensed Materials shall control over any conflicting terms in these Terms for so long as such Separate Partner Agreement remains in effect. For avoidance of doubt, if the Separate Partner Agreement terminates prior to termination of your participation in the Technology Partner Program, then as of that termination date these Terms shall apply.
A. Getting Started; Account Basics
- Account Setup. To participate in the Technology Partner Program and submit Your Apps for consideration in SugarExchange, you must have an account with SugarCRM (“Master Account“). You are solely responsible for maintaining the confidentiality of your password for your Master Account, and for any and all activities on the Partner Center that may occur under your Master Account, including for all users you invite to access or use your Master Account. You can, however, disable a user at any time by changing the user access settings within Your Account accessible through the Partner Center. You shall keep any and all required profile information accurate and up to date.
- Access to Licensed Materials. If you are accepted into the Technology Partner Program, SugarCRM will issue you a unique activation key to access and download the Licensed Materials (the “Access Key“). SugarCRM reserves the right to also assign a unique identifier to you (each a “Partner ID“) and/or require that Your Apps have certain credentials, as a condition of Your App being made available by you to third parties, including in SugarExchange (each a “Usage Key“). Should SugarCRM later require a Partner ID or Usage Key, it will notify you of the relevant requirements and the deadline for compliance. You shall not share the Access Key, Partner ID or Usage Key (collectively, the “Credentials“) with, or disclose it to, any third party. Further, you shall make reasonable efforts to maintain the Credentials in confidence and to use it only to exercise your rights under these Terms. You will notify SugarCRM in writing immediately of any unauthorized use of, or access to, the Credentials (including any associated passwords) or the Licensed Materials.
- Program Changes. SugarCRM reserves the right, without prior notice, to (a) change or discontinue all or any portion of the Technology Partner Program at any time (including whether or not fees are charged for subsequent participation in the Technology Partner Program), and (b) improve, extend, add to or remove the Licensed Materials or any functionality or features included therein, including related documentation or services that SugarCRM may offer in connection with the Technology Partner Program at any time and that future versions of the Licensed Materials may be incompatible with applications developed on previous versions of the Licensed Materials as further detailed in Section C(1).
- Right to Use Licensed Materials and Related Terms.
(a) Right to Use Licensed Materials. Subject to these Terms (including but not limited to the use restrictions below), SugarCRM grants you a non-exclusive, non-transferable, royalty-free and revocable license under SugarCRM’s intellectual property rights to (i) use, reproduce and modify the Licensed Materials for the sole purpose of creating, testing, maintaining, enhancing and correcting any errors in API-Only Products and Configured Modules, (ii) demonstrate API-Only Products and Configured Modules for use with the SugarCRM Products to prospective End Users, (iii) reproduce and distribute the API-Only Products and Configured Modules, in object code form only, directly or indirectly to End Users, and (iv) use and reproduce the Licensed Materials and the API-Only Products and Configured Modules internally and solely to support the End Users’ use of such applications. For avoidance of doubt, these Terms do not grant and do not authorize you to use, reproduce, modify, distribute or otherwise disclose or dispose of the SugarCRM Products.
(b) Third Party Software Terms. The Licensed Materials may utilize or include certain Third Party Software. Your use of the Licensed Materials, including all Third Party Software accessible via Product APIs, is governed by the applicable Third-Party Software terms and conditions. A listing of Third-Party Software licenses and/or notices can be found at: http://support.sugarcrm.com/Resources/Third_Party_Software/. If a Third Party Software provider requires SugarCRM to remove such software from the Licensed Materials due to violation of applicable law or third-party rights, you agree to cooperate with SugarCRM to ensure its removal from the Licensed Materials and/or API-Only Products and Configured Modules (as applicable) and you and your End Users’ systems.
(c) Your Use of Contractors. You may authorize or enable a third party to access the SugarCRM Property (some or all of which are Confidential Information of SugarCRM), subject to and expressly conditioned on the following: (i) the third party is and continues to be a contractor to you and requires the access or use rights for the sole purpose of performing work on your behalf and sole benefit (each a “Your Contractor“), but only for so long as such access or use is necessary; (ii) you have a written agreement in place with the Your Contractor that contains terms and conditions no less protective of SugarCRM, the SugarCRM Property, including all intellectual property rights therein; and (iii) you guaranteeing, ensuring and remaining fully responsible for the performance of and compliance by each Your Contractor with all terms and conditions in these Terms, such that any breach by an Your Contractor will be a breach by you of these Terms.
(d) Protecting SugarCRM Materials in Your Apps. If you are distributing any Licensed Materials to the End Users (e.g., as part of an API-Only Product), then you shall require the End Users to agree to terms and conditions with you that (i) protects the Licensed Materials as much as the terms of the Terms (including by way of example, the use restrictions set forth below), and (ii) restricts use of the Licensed Materials solely for use with SugarCRM Products (e.g., Licensed Materials themselves should not be distributed for use with other third party applications or CRM solution). These use restrictions do not, however, limit or otherwise restrict how you may offer Your Apps that do not include any Licensed Materials.
(e) Use Restrictions. Except as expressly permitted in these Terms, you shall not, nor permit any third party to, directly or indirectly: (i) create any Source Code Modifications, (ii) create Your Apps or other software that circumvent or enable an End User to circumvent any functionality in the SugarCRM Products that reports the number of authorized subscription users, and provides SugarCRM (and its authorized SugarCRM resellers, where applicable) with the ability to accurately monitor usage of the SugarCRM Product, (iii) use the Licensed Materials to develop products with functionality similar to or competitive with the Licensed Materials or the SugarCRM Products, (iv) use the Licensed Materials for purposes of product evaluation, benchmarking or other comparative analysis of either the Licensed Materials or the SugarCRM Products intended for publication without SugarCRM’s prior written approval, (v) sublicense, resell, rent, lease, distribute, commercialize or otherwise transfer rights or usage to the Licensed Materials to any third party for any reason, (vi) remove or alter any copyright, trademark or proprietary notices in the SugarCRM Property, (vii) access or use the SugarCRM Property for purposes of building a competitive product or service or copy any features, functions, graphics or the user interfaces of any of the SugarCRM Property for any purpose other than what is expressly authorized in these Terms, (viii) reverse engineer, decompile or modify any encrypted or encoded portion of the Licensed Materials, (ix) modify any Original Code to develop Forked Software, (x) use or modify the SugarCRM Property in any way that would subject the SugarCRM Property, in whole or in part, to a Prohibited License, or (xi) knowingly include any Malicious, deceptive or unlawful applications in the API-Only Products or Configured Modules.
B. Offering Apps in SugarExchange
- Eligibility and Submission of Apps. Your Apps are eligible for inclusion in SugarExchange, at the sole discretion of SugarCRM. SugarCRM will include on the Partner Center or such other location of which you will be notified, a listing of Your Apps that have been approved for distribution on SugarExchange. You have the right to decide when to make any such approved apps available in SugarExchange.
- Right to Use Your Apps; Your Content and SugarExchange APIs. To include Your Apps in SugarExchange, SugarCRM needs to grant you and you need to grant SugarCRM certain rights, as follows:
(a) Your Rights. During the term of your participation in the Technology Partner Program, SugarCRM grants you permission to access and use SugarExchange APIs solely for the purpose of integrating Your Apps into SugarExchange for access and use by End Users.
(b) SugarCRM Rights. You grants SugarCRM a non-exclusive, royalty-free, fully paid-up right and license to (i) market and promote in any medium, and to distribute Your Apps through SugarExchange on a worldwide basis, stand-alone and bundled with Apps of other Partners, (ii) reproduce, distribute, display publicly, perform publicly, modify and otherwise use Your Content; and (iii) use Your Marks as contemplated in Section 1 under the “Additional Terms” below.
- No Obligation to Publish; Compliance with Policies. Your Property shall not contain any infringing material, Malicious Code or any content or file or system that provides a method to circumvent any security features of SugarExchange (including without limitation any End User privacy settings, such as settings prohibiting direct solicitation and sales contact from you) or obtain unauthorized access to any End User device or computer. Additionally, you shall not charge End Users any fee to access or use the SugarCRM Products from or via Your Apps. Further, Your Property must comply with SugarCRM policies as may be made available to you by SugarCRM as modified from time to time. SugarCRM is under no obligation to publish Your Apps or Your Content and may remove Your Apps or Your Content at any time from SugarExchange or any part thereof for any reason, including without limitation, for failure to comply with the SugarCRM program policies.
- Maintaining Your Apps. If one of Your Apps is approved for inclusion in SugarExchange, then you agree to work with SugarCRM on an ongoing basis to enable and maintain the integration of such apps into SugarExchange for the purpose of making it available to End Users through SugarExchange, as follows:
(a) Single Sign On. You are responsible for implementing and maintaining support for “Single Sign On” access to Your Apps (if required), which SugarCRM currently enables through Open ID (http://openid.net).
(b) API Set. You shall integrate Your Apps with SugarExchange through SugarExchange APIs only, including without limitation APIs for end user management, provisioning, upgrade, downgrade, import, sync and other features for Your Apps and to maintain and enhance them throughout the term of the Technology Partner Program.
- Hosted Apps. You are solely responsible for hosting any of Your Apps that are a “software as a service” application that is not reproduced or distributed to End Users of SugarExchange and for all associated network connectivity, maintenance, back-up, and all hardware, software, support and other services required to provide Your Apps to the End Users, and shall bear all costs and expenses associated therewith.
- No Other Connections. You shall not use any robot, spider or other automated process to scrape, crawl or index SugarExchange, other than by integrating Your Apps with SugarExchange through documented SugarExchange APIs made available by SugarCRM.
- Direct Marketing. You agree not to send excessive emails (i.e., spam) to End Users; provided that this will not restrict you from corresponding with End Users directly regarding updates and upgrades to Your Apps and other product support-related matters.
- End User Terms and Support.
(b) Support. SugarCRM is responsible for providing support to End Users’ use of SugarExchange itself. You are responsible for providing support, if any, to End Users related to the operation of Your Apps pursuant to your own support terms and policies. SugarCRM may, from time to time, require you to provide training materials, documentation and support assistance via telephone or email regarding Your Apps.
(c) No Authority to Bind SugarCRM. You understand and agree that you have no authority to, and shall not, bind SugarCRM to any obligations with respect to Your App terms or otherwise. Additionally, you understand and agree that you are solely responsible for the fulfillment of all obligations and promises made by you to any End User in Your App Terms, including without limitation, all warranty, support, indemnification or other obligations and, in particular, all obligations where you have promised to deliver more or something different than the terms and conditions between you and SugarCRM applicable to the Technology Partner Program in these Terms.
C. Additional Terms
- Modification of Terms. SugarCRM reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to this page, SugarExchange or the Partner Center (as applicable). Please check these Terms and any policies periodically for changes. In the event that such modifications materially alter your rights or obligations, SugarCRM will use commercially reasonable efforts to notify you of the change, such as through the use of a pop-up window in SugarExchange or Partner Center (as applicable), or by sending an email to the address you provide upon registration. Your continued participation in the Technology Partner Program (including any use of the Licensed Materials) after the changes become effective constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective upon the earlier of (a) your ongoing participation in the Technology Partner Program with actual notice of the new terms, or (b) thirty (30) days after SugarCRM has first posted notice of the new terms on this page, SugarExchange or the Partner Center or emailed the notice to you (as applicable); provided however, that any dispute that arises under these Terms shall be resolved according to the version of the Terms that were in place at the time the dispute arose.
- Marketing Approval; Use of Links and Trademarks.
(a) Promotional Materials. Except as pre-approved in the following subsection (b), (i) each party shall review and approve any proposed marketing documentation and any press releases prepared by the other party that identify or relate to the other party in connection with the activities contemplated in with respect to the Technology Partner Program in these Terms to ensure such material accurately and fairly represents such party’s respective products, businesses and websites, and (ii) any promotion or marketing by you of your participation in the Technology Partner Program or your use of any SugarCRM Links, SugarCRM Marks or references to “Sugar” in any of its websites or domain names is subject to the additional terms below.
(b) Promotion of Partnership with SugarCRM. You agree to: (i) conduct business in a manner that reflects favorably at all times on SugarCRM, the Alliance Program, the SugarCRM Products, the SugarCRM Marks and the good name, goodwill and reputation of SugarCRM, (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to SugarCRM, the Technology Partner Program, the SugarCRM Products or the SugarCRM Marks, including but not limited to disparagement of SugarCRM or the SugarCRM Products, and (iii) use SugarCRM Marks or SugarCRM Links solely to promote, market and identify your participation in the Technology Partner Program only as authorized in Section B of Terms.
(c) Right to Use Your Trademarks. You grant to SugarCRM a non-exclusive, non-transferable, royalty-free license to reproduce and display Your Marks so that SugarCRM may refer to you as a participant in the Technology Partner Program such as on a SugarCRM website, in press releases and in other marketing materials. SugarCRM shall not alter, modify or change any of Your Marks in any way whatsoever. SugarCRM shall not assert the invalidity, unenforceability or contest the ownership by you of Your Marks in any action or proceeding of whatever kind or nature, and shall not knowingly take any action that might prejudice your rights in Your Marks, render Your Marks generic, or otherwise weaken their validity or diminish their associated goodwill. Any and all goodwill arising from SugarCRM’s use of Your Marks shall inure exclusively to the benefit of you.
(d) Use of SugarCRM Links. During the term of the Technology Partner Program under these Terms, SugarCRM grants you a non-transferable, non-exclusive, royalty-free and revocable license to use the SugarCRM Links, solely to: (a) publicize your participation in the Technology Partner Program, and (b) provide access to SugarCRM websites through SugarCRM Links. You shall promptly substitute new SugarCRM Links that may be provided to you by SugarCRM from time to time. In addition, if you are approved to use SugarCRM Marks, you shall comply with the SugarCRM Trademark Policy located on the Partner Portal, in connection with the presentation of SugarCRM Links on your websites or reference to SugarCRM, all or part of the Alliance Program, the Licensed Materials or any SugarCRM Products. You shall not alter, modify or change any SugarCRM Links.
(e) Use and Restrictions Related to SugarCRM Marks. You agree that the use of any SugarCRM Marks will: (i) conform to SugarCRM’s branding guidelines located on the Partner Portal, or (ii) will be approved in writing by SugarCRM prior to your posting such on your website. You shall not directly or indirectly do any of the following: (1) file, seek or in any way try to register SugarCRM’s name or any other SugarCRM Marks on its own behalf or for its benefit with any government authority or any domain name registry in any country; (2) assert or claim any rights, ownership or any other interests in or to SugarCRM’s name or SugarCRM Marks with any government authority, domain name registry or any other third party in any country; (3) alter, modify or change any SugarCRM Mark in any way whatsoever; (4) assert the invalidity, unenforceability or contest the ownership by SugarCRM of the SugarCRM Marks in any action or proceeding of whatever kind or nature; and/or (5) take any action that may prejudice SugarCRM’s rights in the SugarCRM Marks, render the SugarCRM Marks generic, or otherwise weaken their validity or diminish their associated goodwill. Any and all goodwill arising from your use of the SugarCRM Marks shall inure exclusively to the benefit of SugarCRM and you are not entitled to any compensation with respect to the creation of or contribution to any such goodwill. If you violate this Section, you understand and agree that in addition to any other rights or remedies available to SugarCRM under these Terms, you shall (x) assign all rights, title and interests in such trademarks or domain names (whether as an application or registered) to SugarCRM; and (y) reimburse SugarCRM for any and all costs that SugarCRM incurs to enforce its rights under these Terms and have you assign, including without limitation, any attorneys’ fees applicable to such enforcement effort, in each case, within no more than thirty (30) days of SugarCRM’s written request.
(f) No Confusing Content in Your Domain Names or Websites. You agree that your websites and domain names for your websites do not and will not contain any SugarCRM Marks or any variation thereof, except as otherwise permitted herein. Your websites may not copy, co-brand or frame any SugarCRM website or otherwise have any portion of any SugarCRM website visible on your websites, or otherwise have any portion of your websites visible on the screen once a user has clicked through to a SugarCRM website. Absent the prior approval of SugarCRM, your websites will not in any way copy any content from, or resemble the look and feel of, any SugarCRM website. You shall not create the impression that any your website is a SugarCRM website or is part of any SugarCRM website. All banners and links used by you to link to any SugarCRM websites, whether from your websites or other of your social media platforms, must be downloaded from SugarCRM websites in accordance with these Terms and the TM Guidelines or subject to prior approval of SugarCRM.
(g) No Spam or Forced Linking. You shall not send spam that makes reference to SugarCRM, the Technology Partner Program, the Licensed Materials, any SugarCRM Products or any other product or service of SugarCRM, or that includes a link to any SugarCRM URL or SugarCRM website. You shall not force visitors to any SugarCRM website via any mechanism that acts as an automatic transport, such as “meta refresh” or “forced exit” scripts.
- Confidentiality. The receiving party shall use the Confidential Information of the disclosing party only for the purpose of fulfilling the receiving party’s obligations under these Terms. The receiving party shall not disclose or cause to be disclosed any Confidential Information of the disclosing party except to Representatives who require access to the Confidential Information to fulfill the receiving party’s obligations under this Agreement and who are bound by obligations of confidentiality as strict as those in these Terms. The receiving party will be responsible for any breach of these Terms by its representatives. A disclosure of Confidential Information as required by order of a court or governmental agency or as otherwise required by law shall not be a breach of these Terms or a waiver of confidentiality for any other reason, provided that the receiving party promptly provides the disclosing party with prior written notice, to the extent permitted by law, to allow the disclosing party to seek a protective order or otherwise prevent or limit the disclosure. Each party acknowledges that failure to comply with the confidentiality obligations set forth herein will cause the other party irreparable harm for which the disclosing party may not have an adequate remedy; therefore, the disclosing party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies at law or in equity, for any violation or threatened violation of this Section. Within five (5) days after a disclosing party’s request, the receiving party shall return or destroy, at the disclosing party’s option, the disclosing party’s Confidential Information. Notwithstanding anything to the contrary in these Terms, the receiving party shall be entitled to retain one archival copy of the Confidential Information of the disclosing party for legal, regulatory or compliance purposes, and nothing shall require the erasure, deletion, alteration, or destruction of back-up tapes and other back-up media made in accordance with receiving party’s reasonable document-retention policies and procedures.
- Business Information. You agree to allow SugarCRM and its Affiliates to store and use your business contact information, including names, business phone numbers, and business e-mail addresses, anywhere it does business. Such information will be processed and used in connection with SugarCRM’s business relationship with you, and may be provided to contractors acting on SugarCRM’s behalf, SugarCRM’s business partners who promote, market and support certain SugarCRM products and services, and assignees of SugarCRM and its subsidiaries for uses consistent with SugarCRM’s business relationship.
- Usage Data. In the course of providing the services described in these Terms, SugarCRM may also collect, use, process and store diagnostic and usage related content from the computer, mobile phone or other devices with respect to the use and access to SugarExchange, the Partner Center or any other Licensed Materials. This may include, but is not limited to, IP addresses and other information like internet service, location, the type of browser and modules that are used and/or accessed (the “Usage Data“). You agree that SugarCRM may process the Usage Data to create and compile anonymized, aggregated datasets and/or statistics about SugarExchange, the Partner Center and any other Licensed Materials in order to: (a) maintain and improve the performance and integrity of SugarExchange, Partner Center and Licensed Materials, (b) understand which portions of SugarExchange or Partner Center are most commonly use and preferred by users and how users interact with SugarExchange, Partner Center and Licensed Materials, (c) identify the types of SugarCRM services that may require additional maintenance or support, and (d) comply with all regulatory, legislative and/or contractual requirements, provided in each case that such aggregated datasets and statistics will not enable you or any living individual to be identified.
- IP Ownership and Related Terms. SugarCRM and its licensors own all rights, title and interests in the SugarCRM Property. You own all rights, title and interests in the Your Property. In addition, you understand that SugarCRM, its Affiliates, its customers or its and their various authorized partners may, from time to time, modify the Licensed Materials, SugarCRM Products or create complementary applications that result in applications or Modifications that have or may have the same or similar use, features, functionality, implementation, method, process, composition, operation, design or purpose as Your Property (the “Independent Works“). You grant and agree to grant to SugarCRM a non-exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) under your intellectual property rights embodied in or associated with Your Property to use, disclose, reproduce, license, sell, offer for sale, distribute, import and otherwise exploit SugarCRM’s own Independent Works as part of in connection with the SugarCRM’s products or services that SugarCRM, its Affiliates or a third party (on its or their behalf) may develop or offer from time to time without restriction or obligation of any kind or nature. If SugarCRM desires to use Your Property for purposes that are not authorized under other Sections of these Terms, then the parties would enter into a separate written agreement between the parties to cover such use case. You covenant that neither you nor any of its Affiliates will initiate any legal action in any jurisdiction alleging direct or indirect patent infringement against SugarCRM’s customers or those in SugarCRM’s or its Affiliates’ sales, distribution channels or those participating in the Technology Partner Program (each a “Covered Party“) based on a Covered Party’s use, license, sale, offer for sale, distribution, import and exploitation of any Independent Works. All rights not expressly granted in these Terms by either party are reserved by that party and its Suppliers. For avoidance of doubt, the license in this Section is to permit SugarCRM, its Affiliates and the Covered Parties to exploit its own Independent Works and not to use, distribute, sell or otherwise exploit actual copies of Your Property.
- Feedback; Contributions. You may, from time to time, provide suggestions, comments or other feedback to SugarCRM with respect to the Technology Partner Program, SugarCRM Property or other SugarCRM products or services (collectively, “Feedback“). You agree that all Feedback is and shall be given by you entirely voluntarily. SugarCRM shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature. If you desire to contribute actual code back to SugarCRM, whether in connection with the Licensed Materials or the SugarCRM Products, you will be required to enter into a separate contribution agreement with SugarCRM.
- Partner Warranties; Disclaimers. You represent and warrant that: (a) you are the owner of Your Property or have all the rights and power to license and grant access to and use of Your Property to SugarCRM and the End Users as necessary to exercise the rights and licenses granted in these Terms and in the manner contemplated by SugarCRM and these Terms, (b) your business complies, and shall continue during the term to comply, with all applicable laws, regulations, rules, decrees and other requirements of the United States, any other government or governmental authority having jurisdiction over your performance under or in connection with the activities covered by these Terms, (c) Your Apps submitted by you to SugarCRM will not contain any Malicious Code, (d) neither you nor your Affiliates shall make any representations or warranties on behalf of SugarCRM or with respect to SugarCRM, the Licensed Materials, SugarCRM Products or any portion of the Technology Partner Program that are false, misleading or inconsistent with the documentation, promotional materials and other literature distributed by SugarCRM for the same, including all liability limitations and disclaimers contained in such materials, and (e) Your Content and any other marketing or promotional materials related to Your Apps are not false or misleading. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, YOU DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR PROPERTY OR THE OPERATION OF YOUR BUSINESS AS COVERED UNDER THESE TERMS.
- Your Obligation for Third Party Claims. You shall, at its expense, (a) defend or settle any third party claims, actions and demands asserted against SugarCRM and its Affiliates, officers, directors, employees, agents and Suppliers (the “SugarCRM Indemnified Parties“), and (b) pay all damages finally awarded therein against the SugarCRM Indemnified Parties or agreed upon in settlement by you (including other reasonable costs incurred by SugarCRM or its Affiliates, including reasonable attorneys’ fees, in connection with enforcing this Section) arising from: (i) any claim or threatened claim that SugarCRM’s use of any Your Property in connection with the Technology Partner Program, including all Your Apps, Your Content and Your Marks, infringe any intellectual property rights, right of privacy or right of publicity of a third party or that you misappropriated any trade secrets in the development of the foregoing, (ii) a claim, which true, would result in a breach by you of your representations and warranties set forth in these Terms, or (iii) any claims asserted by an End User related to or in connection with Your Property or your compliance (or failure to comply) with Your App Terms (including without limitation, any claims for refunds or other amounts sought by such End User). SugarCRM agrees to promptly notify you of any claim for which it may seek protection for under this Section. You shall control the defense of the claim and settlement negotiations (provided that you shall not enter into any settlement that affects admits liability or wrongdoing on the part of SugarCRM or its Affiliates without SugarCRM’s prior written approval). SugarCRM agrees to provide you with reasonable assistance in the defense of such claim, at your expense. SugarCRM has the right to participate in the proceedings at its option and expense.
(a) For Convenience. Either party can terminate your participation in the Technology Partner Program and these Terms (i) for convenience on thirty (30) days prior written notice to the other party, or (ii) for cause pursuant to sub-section (b) below.
(b) For Cause. Either party may terminate these Terms: (i) immediately, if the other party materially breaches its obligations hereunder and, where such breach remains uncured for thirty (30) days following written notice of the breach, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
- Effect of Terminating Technology Partner Program. Upon the termination your participation in the Technology Partner Program, the following apply:
(a) You will immediately: (i) cease use of all Licensed Materials made available under these Terms; (ii) cease use of, and, if applicable, remove from your websites or any social media platforms, any SugarCRM Property such as SugarCRM Marks, SugarCRM Links and any other materials provided by or on behalf of SugarCRM to you under these Terms or any materials created by you that include any of the foregoing in connection with the terminated Technology Partner Program, and (iii) pay all outstanding program fees (if any).
(b) SugarCRM will use commercially reasonable efforts to cease use of or remove Your Marks from the SugarCRM websites (including SugarExchange) within fifteen (15) business days of the termination date.
(c) If requested by the disclosing party, return or destroy the other party’s Confidential Information as provided and in accordance with the end of Section C(3) in these Terms.
(d) SugarCRM will disable your access to the Partner Center and remove Your Apps from SugarExchange.
(e) Notwithstanding anything to the contrary in this Section, (i) you may retain reasonable copies of the Licensed Materials for the sole purpose of providing ongoing support for API-Only Products and Configured Modules to the existing End Users, but only for the duration of Your App Terms applicable to each such End Users, and (ii) termination of your participation in the Technology Partner Program shall have no effect on an End User’s right to continue to use any licensed API-Only Products or Configured Modules that contains Licensed Materials so long as that End User remains in compliance with Your App terms; provided that in both cases, such use also remains in compliance with the license terms and conditions in these Terms.
(f) You will continue to provide End Users access to and support of Your Apps as previously downloaded by such End Users (subject to the applicable Your App Terms).
(g) The following Sections survive any termination of these Terms: A(4)(b); B(6), B(7), B(8), B(9), C(2)(c) (excluding the license grants), C(2)(e), C(2)(f), C(2)(g), C(3), C(4), C(5), C(6), C(7), C(9), C(11), C(12), C(13), C(15) and C(16).
- Disclaimer of Warranties. SUGARCRM AND ITS SUPPLIERS PROVIDE SUGAREXCHANGE, TECHNOLOGY PARTNER PROGRAM, SUGARCRM PROPERTY AND ANY OTHER PRODUCTS, SOFTWARE OR OTHER MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE ALLIANCE PROGRAM ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SUGARCRM, ITS AFFILIATES AND ITS SUPPLIERS, EXPRESSLY DISCLAIM ALL, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUCH, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
- Limitation of Liability. EXCEPT FOR A BREACH OF BY YOU OF ANY LICENSE GRANTS OR RESTRICTIONS, CONFIDENTIALITY OBLIGATIONS OR THE INTELLECTUAL PROPERTY TERMS IN SECTION C(6) OR YOUR OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS STATED IN THESE TERMS, IN NO EVENT SHALL EITHER PARTY OR SUGARCRM’S SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THESE TERMS OR RELATED TO OR IN CONNECTION WITH THE ALLIANCE PROGRAM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL LIABILITY IN THE AGGREGATE, WHETHER ARISING IN CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY, MISREPRESENTATIONS OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SUGARCRM ARISING UNDER THESE TERMS OR FOR ANY CAUSE OF ACTION IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNTS PAID BY YOU, IF ANY, TO SUGARCRM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR $100 USD, WHICHEVER IS GREATER. IN NO EVENT SHALL SUGARCRM’S SUPPLIERS HAVE ANY DIRECT LIABILITY TO YOU.
- Compliance with Anti-Corruption Laws. You (including you representatives and any person under its control) shall comply with, and shall require its contractors, subcontractors and any contingent workers to comply with, any and all applicable anti-corruption laws and regulations, including but not limited to, the U.S. Foreign Corrupt Practices Act. It is the intent of the parties that no payments, offers or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business or directing business to any person or entity. You shall cooperate fully in SugarCRM’s efforts to enforce the terms of this Section, including but not limited to: (a) providing upon request from SugarCRM a certification of compliance with this Section in the form requested by SugarCRM, and (b) providing reasonable co-operation at your expense with respect to any investigation relating to this provision.
- Commercial Software; Export Compliance. The Licensed Materials were fully developed at private expense and are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the SugarCRM Property, related documentation, technical data, services, or any deliverable to the United States Government are specified in these Terms. All other uses are prohibited and no ownership rights are conferred. You acknowledge and agree that the SugarCRM Property is subject to all applicable export control laws and regulations, including, without limitation, those of the United States Government. You shall strictly comply with all applicable export control laws and regulations related to the SugarCRM Property. You agree that you shall not, and shall cause your representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose any SugarCRM Property, or any direct product thereof, to any prohibited or restricted destination, end-use or end user, except in accordance with all relevant export control laws and regulations.
- Other General Terms. The Suppliers are a third party beneficiary of those terms that expressly state the Suppliers are covered under these Terms and, as such, will be entitled to enforce those particular terms as if it were a party to these Terms. The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You shall not assign, sublicense or otherwise transfer these Terms or any of its rights or obligations hereunder, by operation of law or otherwise, without SugarCRM’s prior written consent. Any assignment in violation of the foregoing will be void. These Terms will be binding on and inure to the benefit of, the parties and their respective successors and permitted assigns. Notices regarding these Terms shall be in writing and addressed Attn: General Counsel, 10050 North Wolfe Road SW2–130, Cupertino, CA 95014 USA, email@example.com. Notices to you may be given by electronic mail to your email address on record with SugarCRM. In any action related to these Terms, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the prevailing party’s reasonable attorneys’ fees and reasonable costs. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. These Terms and any dispute arising out of or in connection with these Terms will be governed as to all matters, including, but not limited to the validity, construction and performance of these Terms, by and under the laws of the State of California, United States, without giving effect to conflicts of law principles. SugarCRM may, at its sole discretion, seek interim judicial relief in any court of competent jurisdiction (including, but not limited to, interim injunctive relief) and this right may be enforced by any court of competent jurisdiction. If any provision of these Terms is found invalid, unlawful or otherwise unenforceable under applicable law, such provision will be replaced to the extent possible with a provision that comes closest to the intent of the original provision and all other provisions of these Terms shall continue in full force and effect. The waiver or failure of either party to exercise in any respect any right provided for in these Terms shall not be deemed a waiver of any further right under these Terms. The right to require performance of any duty hereunder is not barred by any prior waiver, forbearance or dealing. Except as expressly stated otherwise in these Terms with respect to the Separate Partner Agreements, these Terms and any policies or other documents incorporated by reference herein constitute the entire agreement between the parties with respect to the subject matter of these Terms, and supersedes and merges all prior and contemporaneous proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of these Terms.
- “Affiliate” means a company that is Controlled by, under common Control with or Controlling a party to these Terms during the period of such control.
- “API-Only Product” means any product owned or licensed by you from a third party that accesses the SugarCRM Products through the Product APIs. If you make modifications either yourself or on behalf of a third party to the API Only Products to enable them to interoperate with the SugarCRM Products, such modifications to the original API Only Products are also considered API Only Products for purposes of these Terms.
- “Confidential Information” means non-public information that the disclosing party provides to the receiving party during the term of your participation in the Technology Partner Program that is identified in writing at the time of disclosure as confidential or that the receiving party knows or reasonably should know is considered confidential by the disclosing party given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that was: (a) previously known to the receiving party without obligation of confidence prior to disclosure by the disclosing party, (b) independently developed by or for the receiving party without use of or access to the disclosing party’s Confidential Information, (c) acquired by the receiving party without restriction on disclosure from a third party which is not under an obligation of confidence with respect to such information, or (d) which is or becomes publicly available through no breach of these Terms by the receiving party.
- “Configured Module” means Modifications made by you to the “out-of-the-box” version of the Licensed Materials to configure the Licensed Materials to create a module using Module Builder that can be used with the SugarCRM Product to meet a specific business need of a user base (like using the functionality to create an individualized workflow that map the steps of a customer’s day to day business processes related to the SugarCRM Products). Configured Modules are accomplished by use of the administer tools like “Studio,” “Workflow,” and/or “Module Builder” that come with the Licensed Materials to enable the personalized use of the SugarCRM Product.
- “Control” means ownership, directly or indirectly, of more than 50% of the voting securities that vote for the election of the board of directors or other managing body.
- “Documentation” means any materials, documents or presentations applicable to the Licensed Materials and/or SugarCRM Products, including by way of example, materials or documents that describe the functions and features of Licensed Materials and/or SugarCRM Products or provide instructions for installation, support, use, and/or maintenance of Licensed Materials or SugarCRM Products.
- “End User” means a third party who has licensed one of Your Apps from you via SugarExchange.
- “Forked Software” means modifications to any open source version of the Original Code to develop a separately maintained source code program (a) with features not present in the Original Code, or (b) where modifications to the Original Code are not automatically integrated with the Original Code.
- “Licensed Materials” means any of the following that SugarCRM may, at its sole option, disclose, deliver or otherwise make available to you from time to time during your participation in the Technology Partner Program: (a) all methods, processes, know-how or guidance applicable to the architecture, integration, installation testing and/or deployment of SugarCRM Products, features or functionality within the SugarCRM Products or how those features or functionality can meet various business requirements (including best practices on “to be processes”); (b) all documentation (including all user, admin, support and technical documentation) and any product documentation, drawings, schematics, manuals or user guides, GANT charts or “cook books” related to the SugarCRM Products; (c) all code and tools related to the SugarCRM Products, including by way of example, Sugar Instance Manager, all scripts and code having to do with (i) benchmarking or automated tasks (continuous integration); (ii) automated source code and repository management; (iii) build package automation; or (iv) creation and implementation of interfaces and performance optimization between SugarCRM Products and other applications and systems; (d) training or instructional materials, presentations or videos (including those provided through courses offered through Sugar University); (e) pre-release products (e.g., versions of the SugarCRM Products that are designated not for production use); and (f) any other materials or tools to assist in the development, configuration/ modification, set-up or installation, configuration, integration, optimization, deployment, quality assurance or testing of the SugarCRM Products.
- “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
- “Modifications” means any incremental modifications made to the Licensed Materials, including, without limitation, modifications, enhancements and customizations to the Licensed Materials for interoperability or use with the SugarCRM Products.
- “Original Code” means any and all source code for the Licensed Materials.
- “Partner Center” means a password-protected portal that, among other things, enables you to setup application profiles and distribution options, as well as manage customer subscriptions.
- “Partner Portal” means the resource center provided by SugarCRM to those in it’s partner programs, located at https://www.sugarcrm.com/partners/partner_portal.
- “Product APIs” means application programming interfaces provided by SugarCRM, which set forth rules and specifications to enable third party software to interoperate with the SugarCRM Products via such interfaces.
- “Prohibited License” means a software license that requires that information necessary for reproducing and modifying such software must be made available publicly to recipients of executable versions of such software (like the GPL license available at http://www.gnu.org/copyleft/).
- “Source Code Modifications” mean any Modifications to the Licensed Materials that are not Configured Modules, including by way of example, changes made to the source code of the Licensed Materials without use of the administrator tools described in the definition of Configured Module.
- “SugarExchange” means this online marketplace managed by SugarCRM (including all visual interfaces, text graphics and other content included in SugarExchange, all underlying technology that implement or operate SugarExchange, including SugarExchange APIs) that provides an interface through which Apps and Content, as applicable, may be accessed or used by you (whether by way of listing, downloading, purchase or otherwise), together with its related features and functionality, together with all updates and upgrades released by SugarCRM from time to time.
- “SugarExchange APIs” means application programming interfaces provided to you by SugarCRM from time to time, which set forth rules and specifications to enable the integration of Your Apps into SugarExchange that SugarCRM makes available through the Partner Center or such other location that SugarCRM chooses.
- “SugarCRM Link” means a SugarCRM-supplied hypertext link containing a particular SugarCRM logo, words and/or text corresponding to the various SugarCRM websites that may apply to the all or any portion of the Alliance Program.
- “SugarCRM Mark” means SugarCRM’s logos, trademarks, trade names and similar identifying material, including, without limitation, all logos that SugarCRM may create and make available for use by participants in the Technology Partner Program or SugarExchange (as applicable).
- “SugarCRM Product” means SugarCRM’s customer relationship management product and related services that it makes generally commercially available to its customers from time to time, exclusive of the open source version known as “SugarCRM Community Edition.”
- “SugarCRM Property” means, collectively, the Licensed Materials and any and all Modifications thereto, SugarCRM websites, SugarCRM Links and SugarCRM Marks, SugarExchange and all related documentation, including all copies of any of the foregoing, together with all intellectual property rights therewith or embodied therein.
- “Supplier” means a third party hired by SugarCRM or its Affiliates to provide all or a portion of the SugarCRM Property to you, including by way of example SugarExchange, the SugarExchange APIs or the Developer Center.
- “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withholding taxes.
- “Yours Apps” means, collectively, the API-Only Products, Configured Modules and any other software applications approved by SugarCRM for publication in SugarExchange.
- “Your Mark” means your logos, trademarks, trade names and similar identifying material.
- “Your Property” means, subject to SugarCRM’s underlying ownership interests in the SugarCRM Property as delivered by SugarCRM to you from time to time, Your Apps, Your Content, Your Marks and any training materials or related support documentation applicable to Your Apps that you deliver to SugarCRM in connection with the activities covered under these Terms, together with all intellectual property rights therein or embodied therewith.