LAST UPDATE 2022-03-31
This Technology Partner Agreement is a legal agreement between you (the legal entity that you represent, “You”, or “Technology Partner”) and Cinode AB, reg. no. 556825-8668 (“Cinode”) that governs your use of Cinode’s AppMarket.
Access to the AppMarket and associated benefits are offered to you subject to your acceptance of the terms of this Agreement, any operating rules, policies and any future versions thereof, that may be published from time to time on the AppMarket or as otherwise made available to you (which together this forms our “Agreement”).
You warrant that you have the legal authority to bind your company if you enter into this Agreement on behalf of your organization.
[By enabling the AppMarket feature / by submitting an application for review /] you hereby agree to be bound by this Agreement. If you do not accept these terms, you shall not access or otherwise use the AppMarket and shall not proceed applying for public listing in the AppMarket.
This is a non-exclusive collaboration and both parties may recommend similar products and services of third parties. Other technology partners to Cinode or Cinode may develop new features or products that are similar to, or can be considered to compete with, your products and services.
Cinode may in its sole discretion suspend or terminate access. To or use of the AppMarket should you violate this Agreement.
These Terms are applicable to Agreements from the above date.
1.1 “App” refers to any online, web-based application and offline application or component that is designed to interoperate with Cinode’s Services and is listed on the AppMarket, or is submitted for review to Cinode with the intention of being listed on the AppMarket.
1.2 “AppMarket” refers to the online catalogue of applications and components that interoperate with the Cinode Services, located at websites designated by Cinode or in the Cinode Services.
1.3 “Business Days” refers to regular business hours, Monday – Friday 8:00 – 17:00 CET, excluding Swedish public holidays.
1.4 “Customer Data” refers to data which Customer and its Users upload or enter into the Application. It does not include any data of Cinode’s other customers or their Users, even if those companies have been invited by the Customer to create their accounts with Cinode or have made their resources available to Customer.
1.5 “Data Protection Laws” refers to in EU countries, the General Data Protection Regulation (Regulation (EU) 2016/679) (the GDPR), or any equivalent law, enforceable codes, guidelines, amendments, re-enactments or changes thereof.
1.6 “Private App” refers to Apps that may be listed as private, being available and visible only to Technology Partner Users.
1.7 “Technology Partner” refers to a natural or legal person who enters into this Agreement with Cinode.
2.1 As a Cinode Technology Partner, you will have the opportunity to promote your App and underlying Service on Cinode web sites. In addition, Cinode may offer you certain services as described on the Technology Partner web pages, solely for your use in connection with your participation as a Technology Partner.
2.2 Cinode may change, suspend or discontinue providing the services, site or content to you at any time, and may impose limits on certain features or restrict your access to such materials without notice and liability.
3.1 The Technology Partner must:
a) keep the details of your account confidential;
b) ensure that the App is developed in accordance with all applicable laws and regulations including applicable data protection laws, the Agreement, and that any User receives proper information about the purposes and intended use of the App;
c) ensuring that the App is in an agreed upon format, is not infected by viruses or anything else that could harm or influence Cinode’s systems or Services negatively and does not infringe the intellectual property rights of third parties;
d) meeting the system requirements for the App that has been designated by Cinode in writing;
e) following instructions given by Cinode relating the use of the AppMarket; and
f) assisting Cinode to a reasonable extent and take reasonable actions to enable Cinode to deliver the App through AppMarket;
g) provide Cinode with accurate and updated information about the App, interface, security, privacy settings, its legality and overall functionality as well as contact information for the Technology Partner and its customer support;
i) warrant that you hold all rights necessary to each App submitted for publication to Cinode to grant Cinode the rights in this Agreement;
k) ensure that the listing of the App’s functionality is accurate and gives a fair description of the App’s use and performance.
3.2 Cinode may choose to co-brand your App but is not obligated to.
4.1 Any App that you submit for review to Cinode will be subject to this Agreement.
4.2 Cinode shall in its sole discretion approve the App before it is published on AppMarket. Cinode reserves the right to refuse to list any App, without any particular cause and may remove any Apps from AppMarket in its sole discretion without any liability to you.
4.4 You will govern the Users’ use of the App and enforce any abuse of the terms.
4.5 When submitting your App for review by Cinode, you grant us and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to use, distribute, publish, transmit, display publicly and perform the App.
5.1 You are solely responsible to provide all Customer support for your Apps listed on AppMarket.
5.2 Cinode does not have any liability for the development, installation, operation, maintenance or security of the Apps listed on the AppMarket. Cinode will not provide any support to Customers for your Apps listed on AppMarket.
6.1 You shall, to the best of your ability, strive to keep the App (including part of a service such as module, function or application) uninterrupted, taking into account what is commercially and technically reasonable. You shall maintain an organization and have a capacity with suitable, qualified and competent employees for the purpose of performing service, troubleshooting and updates in a manner that a purchaser of this type of service can reasonably expect from a professional service provider.
6.2 The App shall be made available in accordance with this Agreement, equivalent to 99% of the time during Business Days. The period is measured by calendar month, with exception for:
a) planned downtime that the Users and Cinode have been notified in advance, you shall use reasonable efforts to schedule planned maintenance to off-business hours; or
b) inaccessibility due to circumstances beyond your reasonable control (“Force Majeure”), including without limitation, government actions, floods, fires, earthquakes, civil unrest, terrorist acts, strikes or other labour issues not related to your employees, ISP failure, hosting / server operator or denial-of-service attacks.
6.3 The measuring point for the availability of the Service refers to the connection point, i.e. your production environment.
6.4 You shall notify the Users and Cinode in a reasonable time before planned maintenance of the App and take reasonable actions to minimize the downtime.
7.1 You are solely responsible for the security, integrity and privacy of any Customer Data. Cinode shall have no responsibility for any use of Customer Data accessible through the App.
7.2 You guarantee that you will not, without the Users’ consent or as required by applicable law:
a) Access Customer Data
b) Disclose Customer Data
c) Modify Customer Data
7.3 You must not:
a) Sell, resell, license, sublicense, distribute or otherwise commercially monetize any Cinode service and/or the AppMarket;
b) Attempt to gain unauthorized access to the Cinode services or AppMarket;
c) Interfere with, challenge the integrity of, or attempt to modify the Cinode services, AppMarket or data therein;
d) Benchmark the AppMarket, Cinode services and elements thereof for competitive purposes;
e) copy, decompile, attempt to determine the source code, methods, algorithms or procedures of the AppMarket or any Cinode services or otherwise “reverse engineer”, modify, adapt or create new works or software based on the AppMarket or Cinode Services except as set out in mandatory law.
8.1 The Parties undertake, to keep all information relating to the AppMarket, the Parties’ activities, trade secrets, technical information such as API’s and other non-public information, and the contents of this Agreement, as well as information that should reasonably be considered Confidential Information regardless of the information has been submitted before or after the conclusion of this Agreement secret. A party may only use Confidential Information to fulfil the Agreement, to comply with mandatory laws or government regulations or to the extent required by applicable stock exchange rules.
8.2 Confidential Information does not include information that: (a) is or becomes publicly known other than by any act or omission of the receiving Party, (b) was lawfully held by the other Party prior to publication, (c) is lawfully disclosed to the receiving Party; the Party by a third party without limitation of information, or (d) developed independently of the receiving Party, as an independent development can be demonstrated with written evidence.
8.3 The term of confidentiality does not limit the obligation to keep trade secrets confidential.
9.1 AppMarket, Materials, Cinode trademarks, Cinode SaaS service and Apps published by Cinode and any elements thereof are exclusive to Cinode and its licensors.
9.2 Cinode and/or Cinode’s licensors own all rights, including intellectual property rights, to the AppMarket, including but not limited to patents, copyright and trademarks. Nothing in the design of AppMarket or the correspondence between you and Cinode shall be construed as a transfer to you of such rights. Even if AppMarket is modified after input and suggestions from you, you will have no right to such modifications, and they shall automatically be assigned to Cinode which may use them freely without any obligation to compensate you.
9.3 The Customer owns (or has a license, permission from a third party to use) all material, and all Intellectual Property Rights that you submit, or instructs Cinode to submit and upload, in the AppMarket, such as your trademarks, images and texts.
9.4 Any feedback for the AppMarket will be the property of Cinode and Cinode has the right to incorporate such feedback into its services without remuneration to you.
10.1 It is free of charge to become a technology partner to Cinode and publish Apps on AppMarket. Cinode reserves the right to amend this policy and introduce, increase and/or decrease fees for listing, and/or selling Apps on AppMarket as well as for a fee of operating the AppMarket.
10.2 Any changes in fees and pricing will be notified to you 30 days prior to such changes shall take effect. Your continued use of the AppMarket after these 30 days will be considered your acceptance of the new terms.
11.1 Each Party may terminate this Agreement for convenience upon written notice to the other party.
11.2 Cinode may terminate or suspend your status as a Cinode Technology Partner at any time without liability.
11.3 Each Party may terminate this Agreement immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.
11.4 Upon termination of this Agreement, you must notify Cinode 30 days in advance when you plan to make the App private or delete the App from the AppMarket.
11.5 Upon termination, you must deactivate the App and permanently delete any Customer Data as soon as reasonably practicable after the effective date of termination.
12.1 If the Parties are to publish detailed information about the cooperation in accordance with the Agreement, the approval of both Parties is required. However, a Party has the right to use the Parties’ name and company logotype for the marketing of the Partners’ cooperation in general terms, including publication on the Parties’ list of customers and website and social media channels, without obtaining further approvals, provided that the branding guidelines are followed at all times.
13.1 Exclusion of Warranty. Cinode makes no warranties and have no liability of any kind concerning the operation of the AppMarket or any information, App or content made available on the AppMarket to the greatest extent possible by applicable law.
13.2 Disclaimer. The AppMarket, any App, any content, Cinode’s Services, materials or features made available in relation to the AppMarket, are provided “as is” and “as available” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, implied warranties of merchantability, fitness for particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability and the entire risk as to the quality and performance of the Services rests with you.
13.3 Cinode has no obligation to promote, distribute or offer any of your Apps on the AppMarket for sale.
13.4 Cinode is not liable for any claims from Technology Partner, or its users or customers or third persons in relation of the use, misuse, improper selection, improper installation, modification or malfunction of the App or of the AppMarket.
13.5 We can offer you our Service on these Terms and pricing due to this limitation of liability.
13.6 You shall indemnify and hold Cinode indemnified in respect of any liability, damages, losses, claims for infringement, costs and expenses (including reasonable costs for legal representation and amounts reasonably paid for handling legal claims) that have arisen or caused Cinode and arise directly as a result of your possible breach of this Agreement.
13.7 Claims must be submitted in writing within three (3) months from the occurrence of the damaging event, otherwise the Party loses the opportunity to make a claim.
14.1 Costs. The Parties shall bear the costs of entering into this Agreement.
14.2 Communications. The Parties shall cooperate and consult each other in conjunction with the performance of the Service. Each party shall appoint its own contact person who will be responsible for the cooperation regarding the Agreement. The other party shall be informed of the choice of the contact person. The authority of contact persons to represent the respective parties shall be set forth in the Agreement.
14.3 The Status of the Parties. The Parties will act as independent contractors and nothing contained in this Agreement will be construed to creating an agency, partnership or joint venture, or any other fiduciary relationship.
14.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and no promise, undertaking, representation, warranty or statement by either Party prior to the date of this Agreement shall affect this Agreement.
14.5 Assignment. You may not transfer or assign any rights or obligations and licenses granted under this Agreement without Cinode’s prior written consent. Either Party may assign the Agreement in case of a merger, acquisition or corporate reorganization, or a sale of substantially all assets, not involving a direct competitor to the other Party.
14.6 Unless agreed otherwise, Cinode may make modifications to the terms in this Agreement, including pricing. Any updates to the Agreement will be published on our website, be sent to you by email or published in the administrator’s portal, or otherwise as required by law. The updated Agreement will apply from the date of publication on our website (see the date of “Last Modified”) and your continued use of our Services will constitute your acceptance.
14.7 Severability. If any provision of this Agreement is found to be held invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.
14.8 Notices. All notices shall be sent by courier, registered letter, or electronic messaging to the contact persons set out in the Agreement. The notice shall be considered received by the recipient: (i) if submitted by courier: upon delivery; (ii) if sent by registered letter: two (2) days after handing it over to the postal service; or (iii) if sent as electronic notice: when the electronic message has been delivered to the recipient’s electronic address. If a party wants to change its contact details, it must notify the other party as set out above or notices sent to an old address will be deemed valid.
14.9 Waiver. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
15.1 This Agreement shall be governed by Swedish law, excluding its conflict of law provisions.
15.2 Any dispute arising out of, or in connection with this Agreement, shall be finally settled by the public courts of Sweden, with Stockholm’s District Court as the court of first instance.