Sage Source Solution Provider Agreement

1. Definitions

1.1 Agreement. This Sage Source Solution Provider Agreement, as accepted by both You and approved by Sage.

1.2 Solution Provider. Any person or company approved by Sage to submit Gadgets, Products or Services for inclusion in a Catalog.

1.3 Solution Provider Account. The account issued to You by Sage that enables You to submit and manage your Gadget, Product or Service in Sage Source.

1.4 Solution Provider Credentials. The log-on credentials for Your Solution Provider Account.

1.5 Solution Provider Tools. Any software development kit, code, APIs documentation, instructions and any other material Sage provides to You to help You develop, port, prepare or deliver to Sage Your Gadgets, Products and Services for inclusion in Sage Source.

1.6 Gadget. A small application that (a) a User can install and execute within Sage Source, and (b) that You offer on Sage Source through a Catalog.

1.7 Catalog. One or more dedicated areas of Sage Source in which Sage makes Gadgets, Products and Services available to Users.

1.8 Portal. A personalized web page that provides a User a point of access to Sage Source.

1.9 Products. Sage-approved software, digital material, and other items that You offer on Sage Source through a Catalog.

1.10 Sage. Sage Software, Inc., a Virginia corporation with principal place of business at 6561 Irvine Center Drive, Irvine, CA 92618.

1.11 Sage Affiliate. An entity that is controlled by, under common control with or that controls Sage.

1.12 Sage Source. A Sage service providing Users with access to Gadgets, Products and Services via Portals. Portals, Catalogs, and Your Solution Provider Site are all part of Sage Source.

1.13 Services. Sage-approved Services that You offer on Sage Source through a Catalog.

1.14 Solution Provider Site. A site or web space that Sage makes available to You to include, offer and maintain a Gadget, Product or Service in a Catalog or on Sage Source.

1.15 User. Any Sage Source end-user.

1.16 You. The Solution Provider on whose behalf this Agreement is accepted.

2. Introduction

2.1 Sage Source is a Sage service providing Users with access to Gadgets, Products and Services via customized non-public Portals. Users choose the Gadgets, Products and Services they wish to include on their Portals from one or more Sage Source Catalogs.

2.2 You may submit Gadgets, Products and Services to Sage for inclusion in a Catalog. If Sage, at its sole discretion, selects Your Gadget, Product or Service, You must maintain a valid Solution Provider Account, pay any required Fees, support and maintain Your Gadget, Product or Services, and otherwise strictly conform to the terms and conditions of this Agreement and any applicable Sage Source policies, including, but not limited to, the Sage Source Terms of Use located at sagesource.com/termsofuse.

3. This Agreement

3.1 This Agreement forms a legally binding contract between You and Sage (each a "Party") in relation Your Gadgets, Products and Services submitted to Sage that Sage includes on Sage Source and Your Solution Provider Account.

3.2 You must remain in good standing with Sage to continue to offer Gadgets, Products and Services on Sage Source and to retain access to Your Solution Provider Site. If You agree to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. By checking the box entitled "Yes, I agree with these Terms" and clicking "Continue" , you acknowledge that you have read, understand and agree to be bound by the Sage Source Solution Provider Agreement. If you do not agree with the Agreement, check the box entitled "No, I do NOT agree with these Terms" and click "Continue" or "Cancel." If You do not have the requisite authority, You may not accept the Agreement or use Sage Source or a Solution Provider Site for Yourself, Your employer or such other entity and You may be subject to the indemnity provisions of Section 14.

3.3 Prior to making Your Gadgets, Products or Services available to Users, You must follow the approval process listed at sagesource.com/solutionproviders. Only Gadgets, Products and Services approved by Sage will be included in a Catalog and/or made available to Users on Sage Source.

3.4 Sage may use consultants and other contractors to perform its obligations and exercise its rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Sage. After termination of this Agreement, Sage will not distribute Your Gadgets, Products or Services, but may retain and use copies of them to support Users and Sage Source for a reasonable period.

4. Pricing and Payments; Support; Complaints, Contact Information

4.1 This Agreement covers the Gadgets, Products and Services You offer on Sage Source, whether You offer them for free or charge a fee.

4.2 In order to submit an application to Sage to offer a Gadget, Product or Service, You may be required to pay Sage an application fee ("Application Fee").

4.3 If You offer Your Gadget, Product or Service to Users for a fee, You may also be required to execute a separate addendum under which You agree to share a percentage of the revenue You collect from each User with Sage ("Solution Provider Revenue Share Addendum").

4.4 If You initially choose to offer a Gadget, Product or Service for free but then decide to offer it for a fee, You must (a) obtain Sage's re-approval to include the fee-bearing Gadget, Product or Service on Sage Source, and (b) may be required to execute the Solution Provider Revenue Share Addendum. In this Agreement, "free" means there are no charges or fees of any kind for use of the Gadget, Product or Service.

4.5 You are solely responsible for all support, maintenance of and User complaints about Your Gadgets, Products or Services. Sage will make Your contact information available to Users for customer support and complaint resolution purposes. You agree to provide Sage with accurate contact information and to promptly notify Sage if Your contact information changes or requires correction. You shall correct all reported issues with your Gadget, Product or Service within 24 hours. Sage reserves the right to remove uncorrected Gadgets, Products or Services immediately and without notice.

4.6 Billing disputes with Users about Gadgets, Products or Services are Your sole responsibility.

5. Your Solution Provider Site.

5.1 Except for the license rights granted by You in Section 6 below, Sage agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any of Your Gadgets, Products or Services, including any intellectual property rights which subsist therein.

5.2 You agree to use Your Solution Provider Site only for purposes that are permitted by (a) this Agreement and any applicable Sage Source policies, including, but not limited to, the Sage Source Terms of Use located at sagesource.com/termsofuse, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, including but not limited to any laws regarding the export of data or software to and from the United States or other relevant countries.

5.3 You agree that You will protect the privacy and legal rights of all Users of Your Gadgets, Products and Services. If Users provide You with, or Your Gadget, Product or Service accesses, stores, requests or uses, user names, passwords, or other login information or personal information ("User Information"), You must make sure that each User is aware that User Information will be available to and through Your Gadget, Product or Service before Your or Your Gadget, Product or Service receives the User Information and any fee You charge. You must also provide Users legally adequate privacy notices and privacy protection. Further, Your Gadgets, Products and Services shall only use User Information for the limited purposes for which the User has given You permission to use it. If Your Gadgets, Products or Services store personal or sensitive User Information, they must do so securely and only for as long as the User Information is needed. However, if the User has opted into a separate agreement with You that allows You or Your Gadgets, Products or Services to store or use User Information directly related to Your Gadget, Product or Service (not including other products or applications) then the terms of that separate agreement will govern Your use of such information. If the User provides Your Gadgets, Products or Services with Sage Source account information, Your Gadgets, Products and Services shall only use that information to access the User's Sage Source account when, and for the limited purposes for which, the User has given You permission to do so.

5.4 Prohibited Actions. You agree that You shall not engage in any activity on Sage Source, including the development or distribution of Gadgets, Products or Services that interfere with, disrupt, damage, or access in an unauthorized manner the devices, servers, networks, or other properties or services of Users or Sage, Sage Source or any third parties. You shall not use User information obtained from Sage or Sage Source to sell or distribute Gadgets, Products or Services, or any other products or services, outside of Sage Source.

5.5 You are solely responsible for (and Sage has no responsibility to You or to any third party for) any Gadgets, Products or Services You offer or distribute through Sage Source and for the consequences of Your actions (including without limitation any loss of or damage to data which Sage, a User or a third party may suffer) by doing so.

5.6 You are solely responsible for (and Sage has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Sage, a User or any third party may suffer) of any such breach.

5.7 Restricted Content. Any Gadget, Product or Service You distribute on Sage Source must adhere to the Terms of Use located at sagesource.com/termsofuse.

6. License Grants

6.1 You grant to Sage a nonexclusive, worldwide, and royalty-free license to copy, perform, display, and use Your Gadgets, Products and Services for administrative and demonstration purposes in connection with the operation of, improvements made to and publication of Sage Source.

6.2 You grant to Sage a nonexclusive and royalty-free license to distribute Your Gadgets, Products and/or Services that Sage includes on Sage Source.

6.3 You grant to each User a non-exclusive, worldwide, and perpetual license to perform, display, and use those of Your Gadget, Product and Service the User includes on its Portal. If You choose, You may include a separate end user license agreement (EULA) in or with Your Gadget, Product or Service that will govern the User's rights to the Gadget, Product or Service in lieu of the previous sentence.

6.4 You represent and warrant that You own or are a valid licensee of all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Your Gadgets, Products and Services, including without limitation the necessary rights to distribute Your Gadgets, Products or Services on Sage Source. If You use third party materials, You represent and warrant that You have the right to distribute the third party materials. You agree that You will not submit material to Sage, Sage Source or to a User that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to do so.

7. Branding and Publicity

7.1 "Branding" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of a Party, owned (or licensed) by such Party from time to time.

7.2 Each Party shall own and retain ownership of all right, title and interest, including without limitation all intellectual property rights, relating to its Branding. You grant to Sage and Sage Affiliates a limited and non-exclusive license to display Your Branding that You furnish to Sage solely for use in connection with Sage Source and fulfillment of obligations under this Agreement. Except for as expressly provided for herein, nothing in this Agreement gives You a right to use any of Sage's Branding.

7.3 Publicity. Sage and Sage Affiliates may include Branding that You provide to Sage on Sage Source and in presentations, press releases, and customer lists (which includes, without limitation, customer lists posted on Sage web sites) for purposes of promoting, operating and maintaining Sage Source. Sage grants You a limited, non-exclusive, worldwide and royalty-free license to use the Sage Source Branding materials furnished to You by Sage under this Agreement for the Term of this Agreement solely for marketing purposes and only in accordance with Sage use requirements.

8. Removal of Gadgets, Products or Services

8.1 By You. You may remove Your Gadgets, Products or Services from future distribution on Sage Source at any time upon ninety (90) days prior written notice to Sage, but You must comply with this Agreement and (a) all EULAs or other terms You have entered into with Users for Your Gadgets, Products or Services, including but not limited to refund requirements. Removing Your Gadgets, Products or Services from future distribution on Sage Source does not (a) affect the license rights of Users who have previously purchased or downloaded Your Gadgets, Products or Services, (b) remove Your Gadgets, Products or Services from the applicable Catalog or from any part of Sage Source where previously purchased or downloaded applications are stored on behalf of Users, or (c) change Your obligation to deliver, support or maintain Gadgets, Products or Services that have been previously purchased or downloaded by Users. Notwithstanding the foregoing, in no event will Sage maintain on any portion of Sage Source (including, without limitation, the parts of Sage Source where previously purchased or downloaded Gadgets, Products and Services are stored on behalf of Users) any Gadget, Product or Service that You remove from Your Solution Provider Site and for which You provide Sage written notice that such removal was due to (a) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or entity, (b) an allegation of defamation or actual defamation, (c) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (d) an allegation or determination that such Gadget, Product or Service does not comply with applicable law. If You remove a Gadget, Product or Service from Sage Source pursuant to clauses (a), (b), (c) or (d) of this Section 8.1, and a User purchased such Gadget, Product or Service within one year before the date of removal, at Sage's request, You must refund to the affected purchaser all amounts paid by them during the year before the date of removal for the affected Gadget, Product or Service.

8.2 By Sage. While Sage is not required to monitor Your Gadgets, Products or Services or their content, if Sage is notified by You or otherwise becomes aware and determines in its sole discretion that a Gadget, Product or Service or any portion thereof or Your Branding; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Sage's hosting policies or other terms of service as may be updated by Sage from time to time in its sole discretion; (d) is being distributed by You improperly; (e) may create liability for Sage; (f) is deemed by Sage to have a virus or is deemed to be malware, spyware or have an adverse impact on Sage's products or services; (g) reflects negatively on Sage or its businesses, (h) violates the terms of this Agreement or the Sage Source Terms of Use; (i) the display of the Gadget, Product or Service impacts the integrity of Sage servers (i.e., Users are unable to access such content or otherwise experience difficulty) or Sage Source; (j) is deemed by Sage to add undue risk to Sage or User data or impair the User experience of Sage Source; (k) is deemed by Sage to have undergone material modification since being approved by Sage; or (l) is subject to continued User complaints, Sage may at its sole discretion remove the Gadget, Product or Service from Sage Source (including those portions of Sage Source where previously purchased or downloaded applications are stored on behalf of Users), or reclassify the Gadget, Product or Service. Sage reserves the right to suspend or bar You from Sage Source at its sole discretion.

9. Your Solution Provider Credentials; Solution Provider Tools

9.1 Sage will make available to You the Solution Provider Credentials necessary for You to access Your Solution Provider Site and You shall not disclose them to a third party. You are solely responsible for all Gadgets, Products and Services developed under or made available on Sage Source using Your Solution Provider Credentials.

9.2 Sage, at its sole discretion, may suspend or deactivate Your Solution Provider Credentials if You fail to (a) keep Your Solution Provider Credentials confidential, (b) fail to comply with Section 5.4, (c) breach the Terms of Use, or (d) otherwise breach this Agreement.

9.3 If Sage provides You with Solution Provider Tools You shall:
a. Use the Solution Provider Tools only to develop, port, prepare or deliver to Sage Your Gadgets, Products and Services for inclusion on Sage Source only and strictly pursuant to instructions provided by Sage;
b. Keep the Solution Provider Tools strictly confidential and not provide or make them available to any third party; and
c. Return the Solution Provider Tools to Sage if and within ten (10) days after this Agreement terminates.
d. If You and Sage enter into a separate agreement under which Sage provides You Solution Provider Tools, then the terms of that separate agreement will govern Your use of the Solution Provider Tools.

10. Data Collection

10.1 Sage may collect certain usage statistics from Sage Source, including but not limited to, information on how Your Gadgets, Products and Services are used.

10.2 The data collected is examined in the aggregate to improve Sage Source for Users and Solution Providers and is maintained in accordance with Sage's Privacy Policy. To ensure the improvement of Gadgets, Products or Services, limited aggregate data may be available to You upon written request.

11. Termination or Suspension of this Agreement

11.1 This Agreement will continue until terminated as set out below.

11.2 This Agreement will automatically terminate if You are (a) not in good standing, or (b) a person or entity barred from using Sage products or services under the laws of the United States or other countries including the country in which You reside or from which You use or access Sage Source.

11.3 At Sage's sole discretion, this Agreement may terminate, access to Your Solution Provider Site may be temporarily suspended or Your Gadgets, Product and Service may temporarily removed from Catalogs, if You fail to provide adequate support, maintenance and complaint resolution for Your Gadgets, Products or Services.

11.4 Subject to Section 15.1, if You want to terminate this Agreement, You must provide Sage with ninety (90) days prior written notice and cease Your use of any relevant Solution Provider Credentials and any other data or tools Sage may have provided to You.

11.5 Sage may terminate this Agreement at any time if (a) You breach any provision of this Agreement; (b) You breach any of the provisions of the Terms of Use; (c) Sage is required to do so by law, (d) You cease being an authorized Solution Provider, or (e) Sage decides not to make Sage Source available to Users.

12. DISCLAIMER OF WARRANTIES

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF SAGE SOURCE IS AT YOUR SOLE RISK AND EXPENSE, AND THAT SAGE SOURCE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. SAGE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12.2 YOUR USE OF SAGE SOURCE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH SAGE SOURCE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

13. LIMITATION OF LIABILITY

13.1 BECAUSE YOUR USE OF SAGE SOURCE IS AT YOUR SOLE RISK AND EXPENSE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SAGE, SAGE AFFILIATES AND THEIR LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA OR LOSS OF PROFITS, WHETHER OR NOT SAGE, SAGE AFFILIATES OR THEIR REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSS.

14. Indemnification

14.1 To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Sage, Sage Affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of Sage Source in violation of this Agreement, (b) infringement by Your Gadget, Product or Service of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (c) any claim against Sage or a Sage Affiliates that arises out of or is related to a User's access to, purchase of or use of Your Gadget, Product or Service through Sage Source, and (d) any loss, damage, cost or expense incurred by Sage because You did not have the authority to enter into this Agreement as described in Section 3.

15. Changes to the Agreement

15.1 Sage may make changes to this Agreement from time to time. When these changes are made, Sage will make a new copy of the Agreement available sagesource.com/solutionprovideragreement The changes will become effective and will be deemed accepted by You, (a) immediately if You become a Solution Provider after the notification is posted, or (b) if You are a Solution Provider at the time notification is posted, when (i) You accept the modified Agreement, (ii) thirty (30) days after the notification is posted, or (iii) immediately if required by law.

16. General Terms

16.1 This Agreement constitutes the entire legal agreement between You and Sage, governs Your use of Sage Source and completely replaces any prior agreements between You and Sage in relation to Sage Source.

16.2 Failure by either Party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term.

16.3 The terms and conditions of this Agreement are severable. If any paragraph, provision, or clause is found or held invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the Parties shall use good faith to negotiate a substitute, valid and enforceable provision that most nearly effects their intent in entering into this Agreement.

16.4 You acknowledge and agree that each Sage Affiliates shall be third party beneficiaries of this Agreement and that Sage Affiliates shall be entitled to directly enforce and rely upon any provision of this Agreement that confers a benefit on (or rights in favor of) them. Otherwise, no other person or company shall be third party beneficiaries to this Agreement.

16.5 Export restrictions. You must comply with all domestic and international export laws and regulations that apply to Your distribution or use of products or services. These laws include restrictions on destinations, users and end use.

16.6 You may not assign, transfer or delegate any right, responsibility or obligation, by operation of law or otherwise, under this Agreement without Sage's prior written approval.

16.7 This Agreement and Your relationship with Sage under this Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Sage agree to submit to the exclusive jurisdiction of the courts located within Orange County, California to resolve any legal matter arising from this Agreement. Notwithstanding this, You agree that Sage shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

16.8 The obligations in Sections 1, 5, 6, 7, 11, 12, 13, 14 and 16 will survive any expiration or termination of this Agreement.

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