General Partner Agreement

LAST UPDATED: September 27, 2026  

GENERAL  PARTNER AGREEMENT 

This GENERAL PARTNER AGREEMENT (together with all Partner Order Form, exhibits, schedules, program guides, and Documentation relating hereto, this “Agreement”) is a binding contract between you (“Partner,” “you,” or “your”) and Ariox LLC, a Michigan limited liability company (“Ariox,” “we,” or “us”). THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE PARTNER ORDER FORM  (the “Effective Date”). YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM. Ariox and Partner are sometimes collectively referred to as the “Parties” or they may be referred to individually as a “Party” below. 

RECITALS 

WHEREAS Ariox is a technology company that has developed and markets certain proprietary software products, including Lumino, along with support and professional technology services to businesses, organizations, and institutions; 

WHEREAS, effective as of the Effective Date, Partner agrees to participate in the Ariox Partner Program (“Partner Program”) as one or more of the following partners: Sales Partner, or Technology Partner.   

Sales Partner 

  • Referral:  As a Referral Partner, customers are referred to Ariox and Ariox sells and contracts directly with  said customer.  A referral partner is not an active seller but may stay engaged with the customer for relationship management. A one-time commission is paid to the Referral Partner. 
  • Solution Partner:  A Solution Partner may be a service provider, create and provide integrations to their end-customers, or own a product which they wish to integrate with their end customers. The Solution Partner has two paths available; (a) Partner bills direct while retaining responsibility for support, or (b) Ariox invoicing the customer with Partner providing support services unless otherwise agreed. 

Technology Partner Program 

  • Technology Partner:  A Technology Partner has pre-built, configured, and ready-to-deploy custom applications specific to their business and typical customer integrations;  Partner custom development team having created specialized scenarios created by Partner for Partner’s customers. 

WHEREAS Partner shall select one or more of the foregoing Partner Programs by signing the Partner Order Form to which Partner shall participate, and 

WHEREAS, based on information and assurances of Partner regarding its qualifications, Ariox is willing to enter into this Agreement with Partner to set forth the terms and conditions of the Partner Program.  

NOW, THEREFORE, in consideration of the foregoing and the mutual obligations contained in this Agreement, the Parties agree as follows: 

AGREEMENT 

  1. DEFINITIONS. 
    1. “Addendum” means the Addendum corresponding to the applicable Partner Program which may be attached hereto, and which may contain terms modifying certain specified terms contained in this Agreement and/or terms that are in addition to those contained in this Agreement. If the Addendum contains a term that specifically modifies a term set forth in this Agreement, the term set forth in the Addendum shall govern and control and supersede the specified term set forth in this Agreement. 
    2. “Agreement” means collectively the General Partner Agreement, including all Partner Order Form(s), exhibits, schedules, Documentation, and Terms of Service. 
    3. “Ariox Properties” means the software, Platform, Ariox Marks, Marketing Materials, Ariox’s Confidential Information, APIs (application programming interfaces), and other technologies, information (including any End-User Information), and materials provided by Ariox to Partner to enable Partner to market the Platform or fulfill its obligations under the applicable Partner Program. 
    4. “Documentation” means any written or electronic instructions, specifications, product data and/or information relating to the Services which are provided at any time by Ariox to Partner or End-User in connection with this Agreement. 
    5. “End-User” means a person or entity that purchases the Lumino Platform through the Company and is authorized to use the Platform for its own internal end use and not for resale, subject to the Terms of Service. 
    6. “iPaaS” or ”Lumino Platform” means Integration Platform as a Service, which enables businesses to efficiently integrate, automate, and connect data from various day to day operating systems and/or customer applications.  Lumino’s online platform, available as an ongoing subscription service and related interfaces provides access to certain products, services, and features designed to connect applications and automate workflows. 
    7. “Order Form” means an Ariox order form accepted by both Parties, pursuant to which Partner may order the Ariox Software, Ariox Products or Ariox Services. 
    8. “Partner Order Form” means an Ariox partner order form accepted by both Parties, pursuant to which Partner engages with Ariox as a member of the partner channel. The applicable Partner Order Form is hereby incorporated into this Agreement by reference. 
    9. “Platform” means the Lumino iPaaS developed and offered by Ariox, including any Updates thereto. 
    10. “Professional Services” (collectively “Services) means implementation, activation, integration strategies, advisory services or other professional services provided by Ariox related to the Lumino Platform, as detailed in a mutually agreed upon Order Form or Statement of Work (“SOW”) referencing this Agreement or the applicable Order Form. 
    11. “Software” or “Product(s)” means the versions of Lumino Platform for which Partner has obtained authorization to purvey or include as part of the Partner Program to which Partner participates. 
    12. “Terms of Service” means the Ariox Terms of Service located at Terms of Service, as entered into between End-Users and Ariox and amended from time to time at the discretion of Ariox.  The Terms of Service is provided as supplemental to the Partner Agreement and Partner Order Form. 
    13. “Update” means any updates, bug fixes, patches, maintenance releases, or other error corrections to the Platform that Ariox generally makes available free of charge to all end users of the Platform. 
  3. PARTNER PROGRAM. 
    1. Appointment. Ariox hereby appoints Partner, and Partner hereby accepts such appointment, to participate in the Ariox Partner Program as the Partner type(s) selected by Partner on the Partner Order Form, subject to the terms and conditions of this Agreement and the applicable Terms of Service. This appointment is non-exclusive, revocable, and does not grant Partner any rights or authority except as expressly set forth in this Agreement, the Partner Order Form and the applicable Addendums. Ariox reserves the right to appoint other partners or representatives at its sole discretion. 
    2. Partner Responsibilities. The specific terms, conditions, responsibilities, requirements, and benefits applicable to each Partner Program selected by Partner shall be set forth in the corresponding Partner Order form and incorporated by reference into this Agreement. Each such Partner Order Form shall govern the Partner’s participation in the applicable Partner Program and shall control in the event of any conflict with the terms of this Agreement. 
    3. Changes to Partner Program. Ariox may amend or modify the terms, conditions, services, requirements, or benefits of any Partner Program as set forth in the applicable Addendum at any time by providing Partner with at least sixty (60) days’ prior written notice. Such changes will become effective at the end of the notice period unless otherwise specified in the notice. Continued participation in the Partner Program after the effective date of any changes constitutes Partner’s acceptance of the revised terms. 
    4. End-User Pricing. Ariox shall work with Partner to establish the prices and discounts at which Products are offered to End-Users. Ariox may, in its sole discretion, refuse to fulfill any Partners’ End-User order if Partner or End-User Partner fail to comply with any of its obligations under this Agreement, including without limitation the obligation to pay any amount due hereunder. Ariox shall have the right, in its sole discretion, and from time to time, to establish, change or delete any terms and conditions of sale that are passed through to the End-User, including the Terms of Service. 
  5. LICENSE GRANTS. 
    1. Grants to Partner. Subject to and conditioned on compliance with all the terms and conditions of this Agreement, the Terms of Service, and any Addendum(s), Ariox hereby grants to Partner a limited, non-exclusive, non-transferable license during the Term, in each case solely for the purposes of the applicable Partner Program, to: 
      1. demonstrate the Platform to End-Users; 
      2. use Ariox’s trademarks, service marks, trade names, and logos (“Ariox Marks”); 
      3. use, copy, reproduce, integrate, and distribute the Documentation; and 
      4. use, reproduce, display and distribute certain promotional literature produced and made available by Ariox to Partner to use in promoting the Products or Services (“Marketing Material”). Any additional licenses to Partner shall be set forth in the applicable Addendum. Nothing in this Agreement shall prevent any of Partner’s licensees from electing to directly license any Platform from Ariox.  
    3. Grants to Ariox. Partner hereby grants to Ariox a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to: 
      1. use or incorporate into the Ariox Products or Services any suggestions, enhancement requests, recommendations or other feedback provided by Partner or End-Users; and 
      2. to access, use, process, store, copy, transmit, display, and otherwise utilize Partner Data as necessary to 
        1. perform Ariox’s obligations and exercise its rights under this Agreement and any applicable Addendum, 
        2. provide, operate, maintain, support, and improve the Platform, Ariox offerings, and related services, 
        3. comply with applicable laws, regulations, and legal processes, and 
        4. generate de-identified or aggregated data for analytics, benchmarking, and product improvement purposes, provided that such data does not identify Partner or any individual. 
    5. Grants to End-Users. Upon the sale to End-Users for the applicable Ariox offerings, Ariox shall grant to such End-User a non-transferable, non-exclusive, limited license for the End-Users to access and use the Ariox subscription offerings, provided that such license and subscription shall be conditioned upon the End-User’s agreement to, and shall be governed by, the Terms of Service. 
  7. USE RESTRICTIONS.  
    1. General. Partner shall not use any Ariox Properties for any purposes beyond the scope of the license granted in this Agreement. Except as otherwise expressly set forth in this Agreement, Partner shall not at any time, directly or indirectly: 
      1. copy, modify, or create derivative works of the Ariox Properties, in whole or in part; 
      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Ariox Properties; 
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; 
      4. remove any proprietary notices from the Ariox Properties; or 
      5. use the Ariox Properties in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law. 
    3. Trademark Use Restrictions. All uses of the Ariox Marks, and all goodwill associated therewith, will inure solely to the benefit of Ariox. Partner shall not use any Ariox Marks (whether individually or in combination, or in whole or in part): 
      1. in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies other than the Products or Services; 
      2. as part of Partner’s corporate or trade name or any domain name; 
      3. in any way that may cause confusion, mistake, or deception; or 
      4. in any way that may dilute, tarnish, or otherwise diminish the Ariox Marks’ distinctiveness, or jeopardize the reputation of or goodwill associated with the Ariox Marks, Products, Services, or Ariox or the validity of Ariox’s ownership of the Ariox Marks or the registrations therefor. 
    5. Marketing Material Restrictions.  Marketing Materials are accessible by request or through the website free of charge. Partner may customize and reproduce Marketing Material; provided that Partner shall submit any proposed modifications or new versions of the promotional literature to Ariox for its prior written approval. Partner will affix Ariox’s copyright notice to all such literature, and Partner will bear all related production costs. 
    6. Delivery.  The Parties will work together to facilitate the delivery of the Platform to the End-User, provided that for all direct purchases of the Platform by an End-User from Ariox, Ariox shall deliver the Platform directly to the End-User electronically, on tangible media, or by other means at the discretion of Ariox. 
    7. No Implied Rights. Ariox reserves all rights not expressly granted to Partner in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Partner or any third party any intellectual property rights or other right, title, or interest in or to any of the Platform. All uses in this Agreement of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the grant of a license and shall not be deemed a sale of any copyright or other intellectual property rights in the Platform: (i) in the case of Partner, under this Agreement; and (ii) in the case of End-Users, under the Terms of Service. Nothing in this Agreement grants or conveys, or permits Partner to grant or convey, any ownership right in any of the Platform or related material, or any article or copy thereof or intellectual property rights therein. 
  9. PARTNER OBLIGATIONS. 
    1. Partner Obligations.  Except as set forth herein, all Partner obligations with respect to the applicable Partner Program shall be set forth in the applicable Partner Order Form. At all times during the Term, Partner shall, in accordance with this Agreement and at its own cost, promptly but in no event greater than 48 hours, give Ariox written notice of any notice, complaint, or claim of which Partner becomes aware concerning any data security breach, personal injury, property damage, or other injury alleged to have been caused, in whole or in part, by the Platform. 
    2. End-User Information. Partner shall at all times during and after the Term provide End-User Information to Ariox, in such written, electronic, or other form as Ariox may reasonably request for purposes of provisioning the Lumino Platform and/or providing Platform support to the End-Users. If an End-User that is referred by or otherwise connected to Ariox through Partner fails to perform any material obligation with respect to the Platform pursuant to the Terms of Service, then Partner shall reasonably cooperate with Ariox to protect and enforce Ariox’s rights and title with respect to the Platform. 
    3. Compliance; Conduct of Business. Partner shall comply in all material respects with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this Agreement and its distribution, sublicensing and use of the Platform including, without limitation, all laws and regulations of the United States that restrict or control the export and re-export of software, commodities and technical data of United States origin. Partner shall conduct its business in a professional, business-like manner that will reflect favorably on the Platform and Services, and not engage in deceptive, fraudulent, misleading, illegal or unethical business practices, whether with respect to the Platform, Services, or otherwise. 
    4. Third Party Confidential Information. Partner agrees that Partner will not use or disclose to Ariox or its employees or agents, any trade secret, confidential, proprietary, know-how or non-public information or materials concerning the business and/or customers of: 
      1. third parties with whom Partner has or has had a business relationship; 
      2. any current or former customers of Partner; or 
      3. any other third parties. 
    6. Terms of Service. Partner will ensure that all End-Users agree to the Terms of Service or other applicable sale or service agreement for any Product that is provided to such End-User. Partner may not modify or amend the terms and conditions of the Terms of Service without the express prior written approval of Ariox. Partner will assume full responsibility for any End-User complaint or other costs resulting from any statement or promise made by Partner to End-User that is inconsistent with the Marketing Materials, Documentation or Terms of Service.  
    7. Platform Integrity. Partner shall not modify, improve, or otherwise alter the Platform, labels, or packaging of the Platform, unless prior written consent is obtained from Ariox. Partner will not disassemble, reverse compile, or otherwise attempt to reverse engineer any Lumino platform components or any other products proprietary to Ariox. Partner agrees to take appropriate action by instruction or agreement with its employees and consultants to protect the Platform from unauthorized use and disclosure. Partner must maintain all names, copyright notices and other indicia of Platform identification on the Platform at all times. These obligations survive termination of this Agreement. 
    8. Partner Expenses. It is expressly understood and agreed that Ariox is under no obligation or requirement to reimburse Partner for any costs or expenses incurred by Partner in the performance of its responsibilities under this Agreement, unless otherwise set forth in an Addendum. Any costs or expenses incurred by Partner shall be Partners sole responsibility. 
    9. Email Consent. Partner must consent to receive business to business communications from Ariox by email regarding product updates, bug fixes, training, new releases, promotions, and any other information Ariox deems necessary for Partner to maintain being an informed, proficient, and capable Partner. To maintain active status, Partner cannot opt-out of transactional email communications at any time during the time this Agreement is in force. 
  11. END-USER SUPPORT.  End-User support responsibility is set forth in the Partner Order Form. 
  12. FEES, PAYMENT AND TAXES. 
    1. Fees. 
      1. For Partners for whom Ariox provides invoicing services, Ariox shall pay Partner a referral fee, if any, as set forth in the applicable Partner Order Form.  All payments shall be made in US dollars on the terms of the applicable Partner Order Form. 
      2. For partners who bill direct to their end-users the Partner will pay Ariox based on the agreed rates in the Partner Order Form. 
      3. Taxes. All fees and other amounts payable to Partner under this Agreement are exclusive of taxes and similar assessments. Partner is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable to Partner hereunder, other than any taxes imposed on Ariox’s income, profits or as required by applicable law. Subject to any applicable laws, the foregoing will not apply to the extent Partner is formed as a not-for-profit or publicly funded state organization and promptly provides Ariox with an applicable tax-exempt certificate. 
      4. Fee Changes. After providing Partner with sixty (60) days written notice, Ariox may change its fees and rates contracted under this Agreement. 
  14. TERM AND TERMINATION. 
    1. Term. The term of this Agreement shall commence on the Effective Date and continue in effect for one (1) year thereafter, unless earlier terminated in accordance with Section 8 (b) (the “Term”). After the expiration of the initial Term, this Agreement shall auto-renew for additional one (1) year periods, unless earlier terminated as provided for herein. Prepaid fees are non-refundable in the event of termination. 
    2. Termination. 
      1. Termination by Partner. 
        1. For Cause. Partner may terminate this Agreement for cause in the event Ariox materially breaches its obligations and fails to cure such breach within forty-five (45) days of receiving written notification of the material breaches from Partner. 
        2. Early Termination. Partner may terminate this Agreement for any reason before the expiration of the Term by providing Ariox sixty (60) days written notice. 
      3. Termination by Ariox. 
        1. For Cause. Ariox may terminate this Agreement for cause in the event Partner materially breaches its obligations and fails to cure such breach within forty-five (45) days of receiving written notification of the material breaches from Ariox. 
        2. Early Termination. Ariox may terminate this Agreement for any reason before the expiration of the Term by providing Ariox sixty (60) days written notice. 
      5. Expiration of Third-Party Relationship. Ariox may terminate this Agreement by providing thirty (30) days written notice to Partner in the event that Ariox’s relationship with a third-party who provides software or other technology that Ariox uses to provide Ariox offerings expires, terminates, or requires Ariox to change the way it provides the software or other technology as part of the Ariox offerings. 
      6. Substantial Economic or Technical Burden. Ariox may terminate this Agreement by providing thirty (30) days written notice to Partner in the event that, in Ariox’s good faith, reasonable belief, continuation of providing the Ariox offerings could create a substantial economic or technical burden or material security risk to Ariox. 
      7. Compliance with Law or Government Request. Ariox may terminate this Agreement by providing ten (10) days written notice to Partner in the event 
        1. it can no longer perform one or more of its obligations under this Agreement, 
        2. the use of the Products or offerings has become impracticable, unfeasible for any legal/regulatory reasons, or 
        3. Ariox determines that it can no longer perform under this Agreement in order to comply with the law or a request from a governmental entity. 
      9. Either Party May Terminate. Either party may terminate this Agreement if the other Party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or files a petition in bankruptcy. 
      10. Consequences of Termination. Upon the expiration or any termination of this Agreement, Partner shall pay all Fees owed to Ariox as of the date of termination and Ariox shall pay all Referral Fees owed to Partner as of the date of termination. Partner shall not be entitled to any refunds or margin remuneration or fees except as expressly agreed to by the Parties. Partner shall immediately cease purveying Ariox offerings and cease all actions and services in connection with the Partner Program. Upon termination, all terms of this Agreement which expressly or by their nature survive the termination of this Agreement, shall so survive. 
  16. CONFIDENTIALITY AND RESTRICTIVE COVENANTS. 
    1. Confidential Information. Neither Party nor any employee, consultant, contractor, advisor, agent or representative acting on its behalf (“Representatives”) will for any reason at any time use or disclose any proprietary information of the other Party, including, without limitation, relating to the processes, techniques, work practices, Partners, prospective partners, suppliers, customers, vendors, business practices, strategies, business plans, financial information, marketing, third party licenses, products, proprietary rights or trade secrets of the other Party (collectively, the “Confidential Information”). Each Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses in safeguarding its own Confidential Information, but not less than a commercially reasonable standard of care, to prevent the theft, disclosure, copying, reproduction, distribution, and preparation of derivative works of the other Party’s Confidential Information. Either Party may disclose Confidential Information to its subsidiaries, and its subsidiaries’ Representatives that have a need to know in the course of their assigned duties and responsibilities in connection with this Agreement, provided such Parties are bound by legally binding obligations at least as restrictive as those set forth herein to protect such Confidential Information in a manner consistent with this Agreement. The Parties acknowledge that Ariox may be required to use or apply Partner’s Confidential Information as reasonably required in order to perform under this Agreement, and Ariox may retain and use residual knowledge provided Ariox does not use or disclose any of Partner’s Confidential Information. Each Party shall promptly return or destroy any of the other Party’s Confidential Information upon termination of this Agreement; provided, that each Party shall be permitted to retain copies of Confidential Information pursuant to bona fide electronic archival procedures and policies or as required by applicable law. 
    2. Exceptions. Confidential Information does not include 
      1. information already known or independently developed by the Party receiving Confidential Information (the “Receiving Party”) without use or reliance on the Confidential Information of the Party disclosing Confidential Information (the “Disclosing Party”), as evidenced by records, 
      2. information in the public domain through no wrongful act of the Receiving Party, or  
      3. information received by the Receiving Party from a third party who was not under a duty of non-disclosure. 
    4. Disclosure Required by Law. If the Receiving Party is required by a lawful order from any court or agency of competent jurisdiction to disclose Confidential Information of the Disclosing Party, the Receiving Party shall promptly notify the Disclosing Party of such order so that the Disclosing Party may take reasonable steps to limit further disclosure, including obtaining a protective order at the Disclosing Party’s expense. If, in the absence of a protective order, the Receiving Party is compelled as a matter of law to disclose Confidential Information, the Receiving Party will use reasonable efforts to disclose only the Confidential Information that is required by law to be disclosed. With respect to publicly funded state institutions, Ariox acknowledges that certain information and documents may be subject to public records laws, and Partner shall provide Ariox with an opportunity to review and object to disclosure (including obtaining a protective order) pursuant to applicable state law. 
    5. Remedies. Confidential Information shall remain the sole property of the Disclosing Party or its respective licensor. In the event of a breach or threatened breach of this provision, the Disclosing Party shall be entitled to seek preliminary injunctive relief, without posting bond, to prevent the use and disclosure of such Confidential Information, in addition to all other remedies available at law and in equity. 
    6. Term. The obligations in this Section 9 apply for a period of five (5) years after the Confidential Information is received, or the loss of trade secret status, whichever is later. 
  18. OWNERSHIP. Ariox, its affiliates and licensors own and reserve all right, title and interest in and to the Ariox Confidential Information, proprietary materials and Ariox offerings, including all improvements, enhancements, modifications, and derivative works thereof, and Partner will have no rights or interest therein, except for the limited license and use rights as expressly provided herein. Without limitation of the foregoing, the Parties recognize that circumstances may arise in which Ariox may develop, specifically on behalf of or in conjunction with Partner, certain new systems, software, offerings and communications capabilities, the ownership of which shall hereby be deemed to remain exclusively with Ariox, except as otherwise may be expressly agreed upon by the Parties in advance and in writing. Nothing herein shall be construed to convey any title or ownership interest in Ariox Confidential Information or proprietary material, and Partner acknowledges and agrees that Ariox retains all right, title, and interest thereto. 
    1. Partner Data. Partner or Partner’s licensor owns all right, title and interest in and to all data, content, information, and materials provided, input, transmitted, or made available by or on behalf of Partner or its End-Users in connection with the use of the Platform, Ariox offerings, or Services, including but not limited to business information, customer data, and any other information uploaded or submitted by Partner (“Partner Data”). Partner or its licensors retain all right, title, and interest in and to Partner Data, except as otherwise provided in this Agreement.  
    2. Non-Solicitation. Neither Party shall, without the prior written consent from the other Party, directly or indirectly solicit, hire or otherwise retain as an employee or independent contractor, or assist any third party to do any of the foregoing, a current or former staff member of the other Party or its affiliates, during the Term and for a period of six (6) months thereafter. The foregoing restriction shall not apply to general advertisements for open employment positions that are made available to the general public in the form of mass-media or job-fairs, and which are not directly or indirectly aimed at any specific staff member. 
    3. Non-Compete. Partner agrees that Ariox, in order to protect its Confidential Information (which includes Ariox’s trade secrets) and/or Ariox’s business goodwill, requires Partner to agree not to compete with Ariox. The agreement not to compete is ancillary to the non-disclosure agreement contained in Section 9.1 of this Agreement and is designed to enforce the terms and provisions of Section 9.1 and to protect Ariox’s investment in, and value of, its Confidential Information and/or its business goodwill. Consequently, during the Term of this Agreement and for one (1) year following termination or expiration hereof, Partner shall not, for itself or for or in conjunction with any other person, firm, corporation, partnership or other entity, in any manner whatsoever, directly or indirectly 
      1. sell, develop, construct, or build software products which are similar to, or compete with, any of Ariox’s software products, whether such products are now existing or hereafter created; 
      2. solicit and provide Ariox’s customers with any such competing products; or 
      3. disclose, convey, transfer, provide, or allow access to any of Ariox’s Confidential Information to any other person, firm, corporation, partnership, or other entity that is a competitor of Ariox or otherwise breach any of the provisions of Section 9.1 of this Agreement, provided, however, that Ariox’s trade secrets shall be kept confidential by Partner for as long as Ariox maintains the confidentiality of such trade secrets under applicable law.  
  20. INTELLECTUAL PROPERTY; DATA PRIVACY. 
    1. Pre-Existing Intellectual Property. Each Party retains all right, title, and interest in and to any and all intellectual property, software, technology, materials, data, documentation, trademarks, and other proprietary rights that it owned, developed, or acquired prior to the Effective Date of this Agreement or that it develops independently of this Agreement and without use of or reference to the other Party’s Confidential Information or intellectual property (“Pre-Existing IP”). Except as expressly set forth in this Agreement, nothing herein transfers or grants any rights in or to either Party’s Pre-Existing IP. 
    2. Improvements and Deliverables. Unless otherwise expressly agreed in the Partner Order Form or in writing, all enhancements, modifications, updates, upgrades, derivative works, or improvements to Ariox’s offerings, Platform, or intellectual property (“Improvements”), whether developed solely by Ariox or jointly with Partner, and any deliverables or work product created by or for Ariox in connection with this Agreement (excluding Partner Data and Partner’s Pre-Existing IP), shall be and remain the exclusive property of Ariox. Partner hereby assigns and agrees to assign to Ariox all right, title, and interest in and to such Improvements and deliverables, including all intellectual property rights therein. Partner shall execute and deliver such documents and take such further actions as may be reasonably requested by Ariox to evidence or effectuate such assignment. 
    3. Feedback. To the extent Partner or its personnel provide any suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Platform, Ariox offerings, or Services (“Feedback”), Ariox shall have a royalty-free, worldwide, irrevocable, perpetual license to use, incorporate, and otherwise exploit such Feedback without restriction or obligation to Partner. 
    4. Jointly Developed Materials.  If the Parties expressly agree in writing to jointly develop any materials, software, or intellectual property, the Parties shall mutually agree in advance and in writing regarding ownership, use rights, and licensing of such jointly developed materials. In the absence of such an agreement, all rights in any jointly developed materials relating to or derived from the Platform or Ariox offerings shall be owned by Ariox. 
    5. Reservation of Rights.  Except for the limited licenses expressly granted in this Agreement, each Party reserves all rights, title, and interest in and to its respective intellectual property and proprietary materials. 
    6. Data Privacy. Except for user credentials and contact data, Partner may not transfer, or cause to be transferred, or input personally identifiable data into, the Services or Platform without notifying Ariox in writing. Partner agrees to comply with all laws, rules, regulations, governmental requirements, and codes as well as international, federal, state, or provincial laws applicable to personal data and data privacy while participating in Ariox’s partner program.  Partner shall implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of all data, including Partner Data and any personal data, processed or transmitted in connection with this Agreement. 
    7. Security Incident.  In the event Partner becomes aware of any actual or suspected unauthorized access to, or acquisition, disclosure, loss, or alteration of, personal data or Partner Data (“Security Incident”), Partner shall notify Ariox in writing without undue delay, and in any event within forty-eight (48) hours of discovery. Such notice shall include a description of the nature of the Security Incident, the data affected, the steps taken or planned to address the incident, and any recommended actions for Ariox or affected individuals. Upon termination or expiration of this Agreement, Partner shall promptly return or securely destroy all personal data and Partner Data in its possession or control, except as otherwise required by law or agreed in writing by the Parties. 
    8. Platform Assets. 
      1. As between the parties, Ariox owns and retains all right, title, and interest in and to all Platform Assets and all derivatives on the Lumino Platform, excluding and Platform Assets created by the Account Holder.  During the Term, Ariox permits Account Holder, on a royalty-free basis, to (1) design, configure, create, use, and share the Platform Assets with other Users; and (2) duplicate and modify the Platform Assets in its Account. 
      2. Account Holder understands and agrees that the Platform Assets are part of the features of the Lumino Platform and will not function independently of the Lumino Platform. 
      3. Platform Assets created by Account Holder are private by default in the Account, which means that only Account Holder has access to such Platform Assets.  The Account Holder shall ensure that it has procured and will maintain the right to create the Platform Assets to integrate with third party applications, and account holder grants Ariox a limited and royalty-free license to use, practice, perform, and process its private Platform Assets to fulfil Ariox’s obligations hereunder, provided that Lumino shall not resell any private Platform Assets and the private Platform Assets are deemed to be Confidential information of Account Holder under Confidential section below. 
      4. Account Holder may decide (in its sole discretion) to share the private Platform Assets with other Users by marking them “public” and Account Holder grants Lumino an irrevocable, perpetual, transferable, royalty-free, sublicensable, and worldwide license in those Platform Assets and use the Marks associated with those Platform Assets by Account Holder solely for the purpose of distributing those Platform Assets in the Lumino Platform.  Such Platform Assets will become part of the Public Library. 
      5. Account Holder agrees that it will not assert any claim against Ariox or any Users for infringement or misappropriation of any intellectual property rights to any Platform Assets independently developed by Ariox or Users which are similar to or the same as any Platform Assets created by Account Holder. 
  22. WARRANTIES. 
    1. Ariox’s Limited Warranties. Ariox represents, warrants, and covenants that: 
      1. Ariox has the authority to enter into this Agreement and to grant the rights and licenses set forth herein. 
      2. Neither Ariox entering into nor its performance of this Agreement conflicts with or creates a breach of contract or obligation to which it is bound. 
      3. Ariox shall perform all Services in a professional and workmanlike manner, and the Services and any deliverables shall substantially conform in all material respects to the descriptions in the Order Form, as applicable. 
      4. Except with respect to Ariox’s and its affiliates’ obligations to indemnify against third party damages for intellectual property infringement claims as provided in this Agreement, Ariox’s obligation and Partner’s exclusive remedies for Ariox’s uncured material breach of this Agreement shall be, at Ariox’s election, 
        1. to obtain the repair, replacement or correction of the Service or deliverable to the extent warranted under Section 14 above or, 
        2. if Ariox reasonably determines that such remedy is not economically or technically feasible with respect to the Service or deliverable Partner may  terminate this Agreement and obtain a refund of amounts paid for the unused portion of the Service or deliverable. Ariox shall have no obligation under this Section 14 for issues arising from Partner’s failure to comply with Ariox’s reasonable policies regarding support and services, or Partner’s use of consultants or service providers who are not certified or expressly authorized by Ariox in advance. 
    3. Partner’s Limited Warranties. Partner represents, warrants, and covenants that: 
      1. Partner has authority to enter into and perform in accordance with the provisions of this Agreement. 
      2. Neither Partner entering into nor its performance of this Agreement conflicts with or creates a breach of contract or obligation to which it is bound. 
      3. No Partner Data is illegal, defamatory, malicious, harmful, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age. 
      4. Partner will not attempt to circumvent or disable any of the security-related, management or administrative features of the Ariox offerings. 
    5. Disclaimer of Certain Warranties. Except as expressly provided in this agreement, Ariox and its affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, title, fitness for a particular purpose, non- infringement and any warranties arising from a course of dealing, usage or trade practice. Ariox does not guarantee that the Ariox offerings, the content of third-party partner application or third-party products, will be uninterrupted, error free or free of harmful components. Neither Ariox nor its affiliates or licensors have any duty to review, edit, screen, publish or remove any Partner Data except as strictly required by applicable law. Partner acknowledges that Ariox does not control or monitor the transfer of data over the internet, and that internet accessibility carries with it the risk that Partner’s privacy, confidential information, and property may be lost or compromised. 
  24. LIMITATIONS ON LIABILITY. 
    1. Limitations on Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ADDENDUM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: 
      1. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; 
      2. INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; 
      3. LOSS OF GOODWILL OR REPUTATION; 
      4. USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR 
      5. COST OF REPLACEMENT PRODUCTS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ARIOX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED  THE TOTAL AMOUNTS PAID  OR PAYABLE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
    3. INDEMNIFICATION. 
      1. By Partner. Partner shall indemnify, defend and hold harmless Ariox, its Representatives and its successors and assigns from and against all third-party claims, liabilities, losses, expenses, fees (including reasonable attorney’s fees) and penalties (the “Claims”) based on: 
        1. Partner’s use of the Ariox offerings in violation of applicable law, this Agreement or any Documentation; 
        2. Partner’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Ariox offerings; 
        3. any Partner Data; 
        4. the alleged infringement or misappropriation of third party rights by Partner Data; or 
        5. bodily injury, death and tangible property damage resulting from the grossly negligent or willful acts or omissions of Partner or its Representatives acting within the scope of their work. 
      3. By Ariox. Ariox shall indemnify, defend and hold harmless Partner, its Representatives and its successors and assigns from and against all third-party Claims based upon: 
        1. the Ariox offerings infringing or misappropriating any U.S. patent, copyright, or trademark of such third party; or 
        2. bodily injury, death and tangible property damage resulting from the grossly negligent or willful acts or omissions of Ariox or its Representatives. The foregoing indemnity shall not apply to any claim that arises from or is based on: 
          1. Partner’s use of Ariox offerings in a modified, unauthorized or unintended form, or any customizations made by Partner; 
          2. Partner’s violation of this Agreement; 
          3. Partner’s use of other than the most current, unaltered patch or Update to the Ariox offerings or Ariox Software available from Ariox, if such claim would have been avoided by Partner’s use of such patch or Update; or 
          4. any Partner Data or non-Ariox software. 
    5. Process. The indemnified party shall promptly notify the indemnifying party of any claim, but the indemnified party’s failure to promptly notify the indemnifying party will only affect the indemnifying party’s obligations to the extent that the indemnified party’s failure prejudices the indemnifying party’s ability to defend the claim. The indemnifying party may: 
      1. use counsel of its choice; 
      2. settle the claim as the indemnifying party deems appropriate; and 
      3. assume control of the defense and settlement of the claim; provided, any settlement of a claim will not include a financial or specific performance obligation on or admission of liability by the party against whom the claim is brought. The indemnified party shall provide the indemnifying party with necessary assistance in the defense (at indemnifying party’s expense). 
  26. MISCELLANEOUS.   
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Addendums, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Addendums, and any other documents incorporated herein by reference, the following order of precedence governs: 
      1. first, the Addendums; 
      2. second, this Agreement as of the Effective Date, excluding the Addendums; and 
      3. third, any other documents incorporated herein by reference. 
    3. Relationship of the Parties. The Parties to this Agreement are independent contractors and nothing in this Agreement will be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Ariox and Partner. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. 
    4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only:  
      1. upon receipt by the receiving Party, and 
      2. if the Party giving the Notice has complied with the requirements of this section. 
    6. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, 
      1. no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and 
      2. no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
    8. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 
    9. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan, in each case located in the city of Grand Rapids, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.  
    10. Assignment. Partner may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Ariox, which consent shall not be unreasonably withheld, conditioned, or delayed.  Any purported assignment, transfer, or delegation in violation of this section renders the assignment, transfer, or delegation null and void. No assignment, transfer, or delegation will relieve Partner of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. 
    11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by either of such Parties in any of its obligations under Sections 8 may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including specific performance, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 
    12. Counterparts; Electronic Signatures. The Partner Order Form may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to the Partner Order Form by facsimile or in electronic (“pdf” or “tif” or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of the Partner Order Form. The words “execution,” “signed,” “signature,” and words of similar import in this Agreement or the Partner Order Form shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based record keeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001-7031), the Uniform Electronic Transactions Act (the “UETA”), or any state law based on the UETA. 

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