Exosite IoT Alliance Partner Program Agreement
IN THE ABSENCE OF A CUSTOM AGREEMENT, THIS EXOSITE IOT ALLIANCE PARTNER PROGRAM AGREEMENT (“AGREEMENT”) GOVERNS YOUR PARTICIPATION IN THE EIA PARTNER PROGRAM (“PROGRAM”) IN ACCORDANCE WITH TERMS SET FORTH BELOW. BY ACCEPTING THIS AGREEMENT, BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT PARTICIPATE IN THE PROGRAM.
The terms “We” or “Us” shall refer to Exosite LLC. This Agreement was last updated on September 8, 2017. It is effective between the Parties as of the date of Your acceptance of this Agreement.
CONFIDENTIALITY
Definition of Confidential Information
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include Our Online Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information
Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, licensees, and agents who need such access for purposes consistent with this Agreement.
Compelled Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Activities
The Parties agree to work in good-faith to support each other as described in the “Exosite IoT Alliance Program Overview”. Any additional benefits or arrangements between the Parties that arises from the Exosite IoT Alliance Partner Benefits, or that is otherwise agreed upon between the parties, will be confirmed in a separate writing signed by both Parties.
Each Party hereby grants to the other Party a worldwide, limited, non-exclusive, royalty-free license to use its name and logo (the “Licensed Materials”) solely in promotional materials, including but not limited to presentation materials, press releases, websites, brochures and advertisements, and to issue press releases referencing the other Party (collectively, the “Promotional Materials”), provided the Promotional Materials do not reference clients, potential clients, or matters that are subject to confidentiality restrictions. Each Party’s use of the other Party’s Licensed Materials must comply with any brand usage guidelines provided by the Party that owns the Licensed Materials. A Party must obtain the consent of the other Party prior to releasing any Promotional Materials that contain the Licensed Materials of the other Party or references to the other Party.
Each Party represents to the other Party that it owns all rights, titles and interest in and to the Licensed Materials, that it has the exclusive and unconditional right to enter this Agreement and grant the rights granted herein, and that the other Party’s use of the Licensed Materials does not and will not infringe upon or violate any intellectual property right of, or any other right of, any third party.
Miscellaneous Terms
Term and Termination. This Agreement commences on the date You accept it and continues until terminated by either party in accordance with this Agreement. Following such termination, each Party will promptly cease utilizing the other Party’s Licensed Materials. The paragraphs titled “No Implied License”, “Indemnity”, “Governing Law”, “Severability”, “Assignment” and “Assignment” of this Agreement shall survive the termination of this Agreement.
Notices. Any notice to be given under this Agreement will be sufficient if in writing and sent by certified or registered mail or delivered by courier to the addresses set forth at the beginning of this Agreement. A party’s address or designee for purposes of any notices may be changed by written notice to the other party.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Exosite IoT Alliance Partner Program and supersedes all prior and contemporaneous agreements, proposals, or representations, either written or oral, concerning its subject matter.
Governing Law. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of Minnesota, without regard to their conflicts of laws rules.
Venue; Waiver of Jury Trial. The state and federal courts located in Hennepin County, Minnesota, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
No Implied License. No licenses are granted pursuant to this Agreement under any patents, trademarks, copyrights or other intellectual property rights of any kind, whether expressly or by implication, estoppels, reliance or otherwise.
Indemnity. Each Party (in such capacity, the "Indemnitor") shall indemnify and hold harmless the other Party hereunder from any liability associated with a third party claim relating to the Indemnitor's breach of this Agreement.
Exclusivity. This Agreement is not exclusive in nature and either Party may enter into similar agreements with third parties.
Relationship of the Parties. This Agreement shall not create an agency, partnership, joint venture, or any other form of legal association, and neither Party may represent itself as an agent, partner, or joint venture of the other or otherwise incur any obligation or liability on behalf of the other Party. Neither Party may resell, quote prices or fees, or otherwise negotiate business terms for the other Party’s products or services, including those listed as Complimentary Products, unless otherwise agreed to in a separate written agreement negotiated between the Parties.
No Waiver. A Party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof, provided that the fundamental terms and conditions of this Agreement remain legal and enforceable. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof.
Assignment. Neither party may assign any interest in this Agreement or any of its duties or rights under this Agreement without the prior written consent of the other except that: (i) each party may assign its rights and obligations to an Affiliate of such party upon advance written notice to the other; and (ii) either party may assign its rights and obligations upon advance notice to the other in connection with any merger, acquisition, or sale of all or substantially all of its assets.
