SAGE TECHNOLOGY PARTNER PROGRAM APPLICATION COMPANY INFORMATION COMPANY ACCOUNT CONTACT TITLE MAILING ADDRESS CITY STATE/PROVINCE ZIP/POSTAL CODE PHONE ( ) FAX ( ) EMAIL WEB ADDRESS TECHNICAL CONTACT PHONE ( ) EMAIL PRODUCT SELECTION AMOUNT SAGE Partner Program Annual Subscription $1500 *NOTE: Customers who wish to access your integrated solution will need to purchase a SAGE Application Connector License. PAYMENT OPTION Payment for the first year is due now. You will be sent a renewal statement (unless you choose automatic renewal below) towards the end of your subscription. Please make all checks payable to SAGE. q Check Enclosed q Credit Card Sub Total Due $ TAX (Texas subscribers add 8.25% tax) $ Total Due (all pricing US) $ Please automatically renew my annual subscriptions q Credit Card Number Expiration Date Signature for Credit Card Street or PO Box City State/Province Zip/Postal Code Printed Name on Credit Card:
TECHNOLOGY PARTNER AGREEMENT Please read the attached Technology Partner Program Agreement (v2.5) carefully. Your signature below indicates your acceptance of the entire Agreement on behalf of the company identified above and your representation that you have the authority to bind such company to the Agreement. Signature Printed Name Title Date TECHNOLOGY PARTNER PROGRAM AGREEMENT VERSION 2.5 This agreement ( Agreement ) is entered into as of the Effective Date by and between Quick Technologies Inc. d/b/a SAGE ( SAGE ), having an office at 16301 Quorum Drive, Suite 200A, Addison, TX 75001, and the technology partner ( Partner ), having an office at the address on the application. 1. Definitions. Program means the SAGE Technology Partner Program, as such program may be modified from time-to-time by SAGE. Services means the services provided by SAGE (including related software), including any improvements, modifications, and enhancements made thereto and any documentation related thereto. SAGE Data means all data obtained from the Services or otherwise provided by SAGE, including any derivative works thereof. SAGE Customers means customers of SAGE who have valid, current subscriptions to one or more of the Services. Compatible Application means Partner s products or services that are compatible with the Services and have been validated in accordance with this Agreement. Authorized Customer means a SAGE Customer who also has an active license or subscription to both the Compatible Application and the required Application Connector Licenses ( ACLs ) from SAGE. 2. Program Application. Partner s acceptance into the Program is subject to SAGE s acceptance of Partner s application, which can be accepted or denied in SAGE s sole discretion. In the event that Partner is not accepted to the Program, SAGE will notify Partner of the same, Partner shall not be liable for any fees otherwise due hereunder, and this Agreement shall terminate. 3. Program Benefits. Subject to Partner s full compliance with the terms and conditions of this Agreement, including without limitation the payment of all fees dues hereunder, upon SAGE s acceptance of Partner s program application and for the duration of this Agreement, Partner shall be a member of the Program. As such, Partner shall be entitled to the following benefits: a. SAGE Technology Partner Branding. Partner may promote its status as an authorized SAGE Technology Partner by using the SAGE Technology Partner trademark, in accordance with Section 10. b. Partner Listing. SAGE will include Partner in its online listing of technology partners. c. Technology Partner Integration Toolkit. Partner shall have access to the SAGE Technology Partner Integration Toolkit to assist Partner in integrating Partner s products and services with the Services to create Compatible Applications, as further described herein. d. Complimentary Services. SAGE shall provide Partner complimentary access to the relevant Services for Partner s own internal use solely in accordance with the license granted in Section 6 below.
e. Development Support. SAGE will provide Partner with a reasonable amount of developer support related to the Services in accordance with SAGE s standard policies. Developer support shall be provided directly to Partner, not to Partner s customers. f. SAGE Compatible Branding. Partner may use the SAGE Compatible trademark to market Compatible Applications, in accordance with Section 10. g. Customer Support. SAGE will provide Authorized Customers with direct customer support in accordance with SAGE s standard policies to assist such customers with the Services and any SAGE-related integration issues. 4. Fees. The Program has the following fees: a. Annual Membership Fee. An annual membership fee set forth on the application is due upon Partner s commencement in the Program and each anniversary thereafter. b. Application Connector License. An ACL is required for each SAGE Customer who wishes to use the integration with the Compatible Application. One ACL is required for each SAGE Total Access (or, for legacy accounts, SAGE Online) user license held by the account. Partner may choose whether SAGE bills Partner directly for such ACL or whether SAGE bills the SAGE Customer directly. If Partner chooses to bill the SAGE Customer, SAGE will invoice Partner for such fees on a monthly basis. Partner may not change its billing preference for outstanding invoices. ACLs may not be shared among customers. Partner shall indemnify SAGE for any claims made by any third party that result from or relate to termination of any Services due to failure of Partner to pay for such services. 5. Payment. If any fees due by Partner are not paid by the due date, SAGE may (a) suspend providing any Services to Partner and/or Partner s customers; (b) charge Partner a late fee equal to two percent (2%) or the highest legal rate, whichever is lower, of the overdue balance per month compounded monthly; and/or (c) charge Partner any costs and expenses incurred by SAGE (including attorneys fees) in connection with collection efforts related to the unpaid amount. In the event that SAGE is billing the Authorized Customer directly for the ACLs, failure of one such Authorized Customer to pay its bill shall not affect Partner or any of Partner s other customers accounts. All fees are exclusive of applicable sales, excise, use or similar taxes. Partner shall pay all such taxes either directly or to SAGE, as required by applicable law or regulation. 6. Services License. Subject to the terms and conditions of this Agreement, SAGE grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services solely for the purposes of (a) assisting Partner in providing integration, support, or other consulting services to Authorized Customers related to the Services; or (b) developing, integrating, and supporting Compatible Applications to be offered to Authorized Customers. IN NO EVENT MAY PARTNER S COMPLIMENTARY SERVICES BE USED (A) IN ANY PRODUCTION ENVIRONMENT WHATSOEVER; OR (B) BY OR ON BEHALF OF ANY CUSTOMER OR OTHER THIRD PARTY. 7. Restrictions. Partner shall not, and shall not attempt to, (a) modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, make copies of, or provide third party access to the Services; (b) use the Services in violation of any law or regulation; (c) probe, scan, attack, flood, or otherwise attempt to gain unauthorized access to or interfere with the normal operation of the Services; or (d) use the Services for any purpose other than as expressly set forth in Section 6.
8. Technical Requirements. Partner shall abide to the following requirements in connection with development integration with SAGE Services: a. New Toolkit Versions. Partner shall use commercially reasonable efforts to implement and use the most current version of the Technology Partner Integration Toolkit. SAGE will notify Partner when new versions are released and will use commercially reasonable efforts to work with Partner to address any necessary backwards compatibility issues to permit Partner to upgrade to the newest version of the toolkit. SAGE reserves the right to discontinue support of older versions of the Toolkit after Partner has been given a reasonable period of time to implement the new version. b. Logins. Partner shall use each Authorized Customer s own login credentials in order to connect with the SAGE Services. Partner shall take reasonable steps to ensure that the Authorized Customer s login credentials belong to such customer. PARTNER MAY NOT SHARE LOGIN CREDENTIALS AMONG DIFFERENT CUSTOMERS, SHARE SAGE DATA OBTAINED USING A CUSTOMER S LOGIN WITH ANY OTHER CUSTOMER, OR USE PARTNER S OWN DEVELOPMENT CREDENTIALS FOR A PRODUCTION-USE IMPLEMENTATION FOR ANY CUSTOMER. c. Security. Partner shall implement industry standard security around its Compatible Application, databases, data warehouses, backup media, and other materials that may contain any SAGE Data, SAGE confidential information, or SAGE Customer confidential information. Without limiting the foregoing, Partner shall make use of industry standard solutions to detect and prevent virus and other malware in Partner s Application. All communication over the public Internet that includes any SAGE Data, or login IDs or passwords of SAGE Customers shall be sent via SSL encryption (at least 128 bit). d. Data Retrieval. i. Any Compatible Application that uses the pull integration must also implement the push technology. ii. Except as expressly permitted in Section 8(f) below, all SAGE Data shall be obtained from the SAGE Services directly in real-time pursuant to a request executed by the Authorized Customer through SAGE Online (push) or Partner s Compatible Application (pull). iii. Partner shall not create or implement any bots or other automated programs that are designed to download SAGE Data from the SAGE Services in a bulk or automated manner beyond the normal intended use of the push/pull integration contemplated by the Technology Partner Integration Toolkit. e. Data Presentation. i. Partner s Compatible Application must clearly and conspicuously state that data in the Compatible Application is being provided by SAGE. This may be accomplished in any reasonable manner and will be evaluated as part of the validation process. A common method to achieve this is to include a note saying Product and supplier data provided by SAGE on the screen containing the SAGE Data. ii. If any SAGE Data is provided or presented to an Authorized Customer in the Compatible Application, then no other data from any third party provider of promotional products-related data ( Other Data Provider ) shall be provided to such customer within the Compatible Application or other applications provided by Partner. For example (but without limitation), Partner may not aggregate data from multiple sources and present it in the Compatible Application. For purposes of this section, promotional product data entered by the Authorized Customer for its own use (not to be shared with others) as well as any data obtained directly from a promotional products supplier about that supplier s own products or company is not considered data from an Other Data Provider.
iii. If Partner manipulates any of the SAGE Data (e.g., adjusting prices), the user should be made aware of what changes are being made through an obvious message or note in the Compatible Application. f. Storage of Data. i. SAGE Data may be cached in connection with efforts to enhance performance, reliability, and redundancy of Partner s Compatible Application. SAGE Data may not be cached for longer than twenty-four (24) hours. Cached data shall be identifiable in the cache as coming from SAGE and automatically purged after expiration. In addition, cached data that happens to be stored to backup media in connection with normal backup operations shall be permitted provided that such backup media is encrypted or stored in a physically secure location. Any such backup media shall be purged in accordance with Partner s or its Authorized Customer s standard backup retention schedule, as applicable. ii. Separate and apart from Section 8(f)(i), SAGE Data that is incorporated by or for an Authorized Customer into a bona fide cart, order, presentation, web store or similar business container in connection with Customer s normal and intended use of the Compatible Application may be stored indefinitely by or for such Customer in any media. In any case, such stored data may only be used for the benefit of such Authorized Customer and such Authorized Customer s business. iii. Except as expressly set forth in Section 8(f)(i) and 8(f)(ii) above, no SAGE Data may be stored, archived, printed or otherwise fixed in a tangible form. 9. Compatible Application Validation. Before performing any marketing or sale of a Compatible Application, Partner shall contact SAGE to schedule an application validation meeting. During such meeting, Partner shall demonstrate the integration features of the Compatible Application. Partner shall also provide SAGE with a demonstration or testing account to Partner s application so that SAGE may perform independent testing as needed to ensure proper functionality and compliance with this Agreement. Once such demonstration and testing is complete, SAGE will notify Partner once Partner s application has been validated. Once validation is complete, Partner may market and sell its product as a Compatible Application. In the event that Partner makes any material change to the integration-related features of the Compatible Application, Partner shall notify SAGE in writing of the same prior to release of such new version and, if requested by SAGE, the Compatible Application will require re-validation. Changes to the Compatible Application that are unrelated to the integration with the Services do not require re-validation. 10. Marketing. Partner may promote itself as a SAGE Technology Partner and Compatible Applications as SAGE Compatible during the term of this Agreement, subject to Partner s full compliance with all trademark usage requirements and guidelines provided to Partner by SAGE. In no event may Partner use or attempt to register any trademark that is confusingly similar to the trademarks owned, used, or licensed by SAGE. All use of any SAGE trademarks, including any related goodwill, shall inure to the benefit of SAGE. All press releases or other public announcements regarding this relationship must be pre-approved in writing by both parties. This Agreement does not grant Partner any rights to market, promote, or resell the Services or any other SAGE products or services. Partner shall not (a) misrepresent or purport to make any warranties with regard to the Services or any SAGE products or services; (b) disparage SAGE or any SAGE products or services; or (c) state or imply that any third party SAGE competitor is superior to or otherwise better than SAGE or its products or services.
11. Term and Termination. This Agreement shall commence on the Effective Date and continue for one (1) year. The Agreement shall automatically renew thereafter for successive one (1) year terms unless either party chooses not to renew by notifying the other party in writing prior to the renewal date. Either party may immediately terminate this Agreement upon written notice to the other party in the event that such other party breaches any provision within this Agreement. In addition, either party may terminate this Agreement without cause at any time upon sixty (60) days advance written notice to the other party. Upon any termination, the parties agree to work together in good faith to promptly notify any Authorized Customers about the cessation of the relationship and work together to minimize impact to such Authorized Customers during the wind-down period. Promptly upon termination of this Agreement, Partner shall return to SAGE or destroy all copies of any Confidential Information and any materials related to the Services that are in Partner s possession or control. Sections 1, 5, 7, and 12-16 shall survive termination of this Agreement. 12. Confidentiality. The Services, the Technology Partner Integration Toolkit, all accompanying documentation and materials, this Agreement, the SAGE Data, and all other information disclosed by SAGE to Partner hereunder or otherwise in connection with the Services, including without limitation performance data, technical information, roadmaps for future development, feature specifications, and other information relating to or obtained from the Services, (collectively Confidential Information ) shall be deemed to be confidential information of SAGE and shall not be disclosed by Partner to any third party. Partner shall only use the Confidential information in furtherance of the intended purpose of this Agreement, and in no other manner. Partner agrees to take all necessary precautions, but at least reasonable efforts, to avoid disclosure and misuse of the Confidential Information. Confidential Information may only be disclosed to those employees or independent contractors of Partner who have a need to know such Confidential Information and have agreed to be bound by confidentiality obligations at least as protective of the Confidential Information as is this Agreement. Partner shall promptly notify SAGE in writing of any breach of this Section 12. 13. Ownership. All right, title, and interest in and to the Services, the Technology Partner Integration Toolkit, and associated documentation, and all intellectual property embodied therein, shall be and shall remain the sole and exclusive property of SAGE. Except for the express license granted herein, SAGE does not grant to Partner any other licenses or rights, whether express or implied, to the Services or any other SAGE intellectual property. Partner hereby assigns and agrees to assign to SAGE all right, title, and interest in and to all feedback, suggestions, ideas or other comments provided to SAGE related to the Services or other SAGE products or services ( Feedback ). To the extent any such assignment is held to be invalid, Partner grants to SAGE an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use and exploit the Feedback without any restriction whatsoever. 14. Disclaimer of Warranty. THE SERVICES AND ANY DOCUMENTATION, SUPPORT, CUSTOMER SERVICE, SAGE DATA, OR OTHER MATERIALS OR SERVICES RELATED THERETO ARE PROVIDED TO PARTNER AS IS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SAGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. 15. Limitation of Liability. IN NO EVENT SHALL SAGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER OR RELATED TO THIS AGREEMENT, EVEN IF SAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAGE S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY PARTNER TO SAGE HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING
THE DATE ON WHICH THE CLAIM AROSE. THE PARTIES AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED THE DATE ON WHICH THE CLAIM AROSE. THE PARTIES AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER. PARTNER SHALL INDEMNIFY SAGE FOR ANY THIRD PARTY CLAIMS RESULTING FROM PARTNER S BREACH OF THIS AGREEMENT OR CAUSED BY PARTNER S APPLICATION. 16. General. This Agreement shall be governed by the laws of Texas without reference to conflict of laws principles. Partner shall not assign this Agreement in any manner, and any purported assignment shall be void. Partner shall comply in all respects with all U.S. and foreign export laws. SAGE and Partner are independent contractors and nothing contained herein shall be interpreted to create a partnership, joint venture, or any other relationship between the parties. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior negotiations and understandings between the parties, both oral and written, regarding such subject matter. No waiver or modification of this Agreement shall be valid unless in a formal writing signed by an officer of each party. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall be fairly interpreted in accordance with its terms and conditions without any strict construction in favor of or against either of the parties. 16301 Quorum Drive Ste. 200A Addison, TX 75001 800.925.7243 FAX 800.905.7243 info@sageworld.com www.sageworld.com Prices and specifications subject to change at any time without notice. 2015 Quick Technologies Inc.