LAST UPDATED: December, 2025
This GENERAL PARTNER AGREEMENT (together with all Addendums, 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:
Ariox Partner Programs have been created in three categories; Sales Partner, Service Partner, and Technology Partner.
Sales Partner
Professional and Managed Service Partner
Technology Partner Program
WHEREAS, Partner shall select one or more of the foregoing Partner Programs by signing the Partner Order Form to which Partner shall participate, and each such program shall be governed by the applicable Addendum attached hereto and incorporated herein by reference; 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:
“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.
“Agreement” means collectively the General Partner Agreement, including all Addendums, exhibits, schedules, Documentation, and Terms of Service for the product licensed.
“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.
“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.
“End-User” means a person or entity that licenses the Product through the Company and is authorized to use the Product for its own internal end use and not for resale, subject to the Terms of Service.
“iPaaS” means Integration Platform as a Service, which enables small , mid, and enterprise (SME) businesses to efficiently integrate, automate, and connect data from various day to day operating systems and/or customer applications.
“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.
“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.
“Platform” means the Lumino iPaaS developed and offered by Ariox, including any Updates thereto.
“Services” means collectively, professional services, delivery services, learning services, training services, and/or technical and support services provided by Ariox with respect to the Order Form. Services can be interchangeably referred to as “services”, “consulting”, “assessment”, “ecosystem”, “build”, “consulting”, “deliverables”, “activation”, “configuration”, “launch”, “engagement”.
“Software”, or “Product(s)” means the versions of Ariox software products for which Partner has obtained authorization to purvey or include as part of the Partner Program to which Partner participates.
“Terms of Service” means the Ariox Terms of Service located at https://ariox.com/terms-of-service, as entered into between End-Users and Ariox and amended from time to time at the discretion of Ariox.
“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.
2.1. 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 Addendums. This appointment is non-exclusive, revocable, and does not grant Partner any rights or authority except as expressly set forth in this Agreement and the applicable Addendums. Ariox reserves the right to appoint other partners or representatives at its sole discretion.
2.2. 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 Addendum attached to and incorporated by reference into this Agreement. Each such Addendum 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.
2.3. 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.
2.4. 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.
3.1. Grants to Partner. Subject to and conditioned on compliance with all the terms and conditions of this Agreement and the 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: (i) demonstrate the Platform to End-Users; (ii) use Ariox’s trademarks, service marks, trade names, and logos (“Ariox Marks”); (iii) use, copy, reproduce, integrate, and distribute the Documentation; and (iv) 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.
3.2. Grants to Ariox. Partner hereby grants to Ariox a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to: (i) use or incorporate into the Ariox Products or Services any suggestions, enhancement requests, recommendations or other feedback provided by Partner or End-Users; and (ii) to access, use, process, store, copy, transmit, display, and otherwise utilize Partner Data as necessary to (A) perform Ariox’s obligations and exercise its rights under this Agreement and any applicable Addendum, (B) provide, operate, maintain, support, and improve the Platform, Ariox offerings, and related services, (C) comply with applicable laws, regulations, and legal processes, and (D) generate de-identified or aggregated data for analytics, benchmarking, and product improvement purposes, provided that such data does not identify Partner or any individual.
3.3. 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.
3.4. Use Restrictions.
(a) 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: (A) copy, modify, or create derivative works of the Ariox Properties, in whole or in part; (B) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Ariox Properties; (C) 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; (D) remove any proprietary notices from the Ariox Properties; or (E) 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.
(b) 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): (A) in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies other than the Products or Services; (B) as part of Partner’s corporate or trade name or any domain name; (C) in any way that may cause confusion, mistake, or deception; or (D) 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.
(c) 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.
3.5. 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.
3.6. 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.
4.1. Partner Obligations. Except as set forth herein, all Partner obligations with respect to the applicable Partner Program shall be set forth in the applicable Addendum. 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.
4.2. 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 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.
4.3. 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.
4.4. 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: (i) third parties with whom Partner has or has had a business relationship; (ii) any current or former customers of Partner; or (iii) any other third parties.
4.5. 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
4.6. Product Integrity. Partner shall not modify, improve, or otherwise alter the Product, labels, or packaging of the Product, unless prior written consent is obtained from Ariox. Partner will not disassemble, reverse compile, or otherwise attempt to reverse engineer any Product 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 Products from unauthorized use and disclosure. Partner must maintain all names, copyright notices and other indicia of Product identification on the Product at all times. These obligations survive termination of this Agreement.
4.7. 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.
4.8. 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.
5.1. End-User Support. Unless otherwise set forth in this Agreement or an Addendum, Ariox is solely responsible for providing technical support to End-Users for the Platform and Partner shall not service, support, maintain, correct, repair, or replace any Platform.
6.1. Fees. Ariox shall pay Partner a 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.
6.2. 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 an applicable tax exempt certificate.
6.3. Fee Changes. After providing Partner with sixty (60) days written notice, Ariox may change its fees and rates paid to Partners contracted under this Agreement.
7.1. 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 7.2 (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.
7.2. Termination.
(a) Termination by Partner.
(i) 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.
(ii) Early Termination. Partner may terminate this Agreement for any reason before the expiration of the Term by providing Ariox sixty (60) days written notice.
(b) Termination by Ariox.
(i) 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.
(ii) Early Termination. Ariox may terminate this Agreement for any reason before the expiration of the Term by providing Ariox sixty (60) days written notice.
(iii) 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.
(iv) 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, Ariox believes that providing the Ariox offerings could create a substantial economic or technical burden or material security risk to Ariox.
(v) Compliance with Law or Government Request. Ariox may terminate this Agreement by providing ten (10) days written notice to Partner in the event (A) it can no longer perform one or more of its obligations under this Agreement, (B) the use of the Products or offerings has become impracticable, unfeasible for any legal/regulatory reasons, or (C) 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.
(c) 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.
7.3. 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 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.
8.1. 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.
8.2. Exceptions. Confidential Information does not include (i) 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, (ii) information in the public domain through no wrongful act of the Receiving Party, or (iii) information received by the Receiving Party from a third party who was not under a duty of non-disclosure.
8.3. 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 an opportunity to review and object to disclosure (including obtaining a protective order) pursuant to applicable state law.
8.4. 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.
8.5. Term. The obligations in this Section 8 apply for a period of five (5) years after the Confidential Information is received, or the loss of trade secret status, whichever is later.
8.6. 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 derivatives 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.
8.9 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.
8.10 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 a form of mass-media or job-fairs, and which are not directly or indirectly aimed at any specific staff member.
8.11 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. This agreement not to compete is ancillary to the non-disclosure agreement contained in Section 8.1 of this Agreement and is designed to enforce the terms and provisions of Section 8.1 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 (i) 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; (ii) solicit and provide Ariox’s customers with any such competing products; or (iii) 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 8.1 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. Notwithstanding the foregoing, this Section 8.11 shall not apply in any event to Referral Partners or Co-Sell Partners.
9.1. 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.
9.2. 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.
9.3.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.
9.4. 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.
9.5. 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.
9.6. 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.
9.7. 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.
10.1. Ariox’s Limited Warranties. Ariox represents, warrants, and covenants that:
(a) Ariox has the authority to enter into this Agreement and to grant the rights and licenses set forth herein.
(b) 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.
(c) 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.
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, (i) to obtain the repair, replacement or correction of the Service or deliverable to the extent warranted under Section 10.1(c) above or, (ii) if Ariox reasonably determines that such remedy is not economically or technically feasible with respect to the Service or deliverable, to 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 10.1 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.
10.2.Partner’s Limited Warranties. Partner represents, warrants, and covenants that:
(a) Partner has authority to enter into and perform in accordance with the provisions of this Agreement.
(b) 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.
(c) No Partner Data is illegal, defamatory, malicious, harmful, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
(d) Partner will not attempt to circumvent or disable any of the security-related, management or administrative features of the Ariox offerings.
10.3. 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.
11.1. 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: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) 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.
12.1. 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: (i) Partner’s use of the Ariox offerings in violation of applicable law, this Agreement or any Documentation; (ii) Partner’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Ariox offerings; (iii) any Partner Data; (iv) the alleged infringement or misappropriation of third party rights by Partner Data; or (v) 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.
12.2. 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: (i) the Ariox offerings infringing or misappropriating any U.S. patent, copyright, or trademark of such third party; or (ii) 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: (a) Partner’s use of Ariox offerings in a modified, unauthorized or unintended form, or any customizations made by Partner; (b) Partner’s violation of this Agreement; (c) 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 (d) any Partner Data or non-Ariox software.
12.3. 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: (i) use counsel of its choice; (ii) settle the claim as the indemnifying party deems appropriate; and (iii) 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).
13.1. 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: (i) first, the Addendums; (ii) second, this Agreement as of the Effective Date, excluding the Addendums; and (iii) third, any other documents incorporated herein by reference.
13.2. 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.
13.3. 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: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this section.
13.4. 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, (i) 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 (ii) 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.
13.5. 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.
13.6. 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.
13.7. 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 is 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.
13.8. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 8 or 9 or, in the case of Partner, Section 3.3 or 4, 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.
13.9. 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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ADDENDUM 1
REFERRAL/CO-SELL OR AGGREGATOR PARTNER ADDENDUM
to General Partner Agreement
This REFERRAL/CO-SELL OR AGGREGATOR PARTNER ADDENDUM (this “Addendum”) is hereby incorporated by reference into that certain General Partner Agreement, entered into by and between Partner and Ariox LLC (the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.
1.1 Engagement. Ariox hereby engages Partner, and Partner hereby accepts such engagement, to act as Ariox’s non-exclusive Referral/Co-Sell or Aggregator Partner with respect to sales of the Products to during the Term, in accordance with the terms and conditions of the Agreement and this Addendum. Ariox may in its sole discretion engage any other person or company to sell the Products. Ariox shall provide Partner with pertinent sales literature, samples, and other Marketing Material which are necessary to enable Partner to fulfill its obligations hereunder.
1.2 Services. As a Referral/Co-Sell or Aggregator Partner, Partner shall introduce Ariox to potential sales leads for the Products (“Customers”), and perform such other responsibilities as reasonably directed by Ariox, including forwarding sales literature and samples provided by Ariox, but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Products to any Customer.
1.3 Pricing. The prices, terms, and conditions under which Ariox offers or sells any Products shall be determined by Ariox in its sole discretion. Ariox shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Addendum shall obligate Ariox to actually offer or sell any Products or consummate any transaction with any Customer. Ariox may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to Partner under Section 1 hereof or otherwise.
1.4 Additional Terms. Partner shall work closely with the Ariox sales team to identify potential Customers and business opportunities to Ariox in accordance with this Addendum. Throughout the referral process, Partner shall remain a trusted advisor to its Customer, providing guidance and support as appropriate, while Ariox shall be solely responsible for conducting the sales process, implementation, and delivery of the Ariox offerings to the customer.
1.5 No Representations. Partner shall not make any representations or warranties on behalf of Ariox, or otherwise bind Ariox in any manner, except as expressly authorized in writing by Ariox.
2.1. Referral Process. Each referral must be submitted to Ariox in writing (including via email or through a designated portal) and must include sufficient information to enable Ariox to evaluate the opportunity. Ariox will, in its sole discretion, determine whether to accept or reject a referral. Ariox will notify Partner in writing of its acceptance or rejection of each referral within a reasonable period.
2.2. Referral Conditions. A referral is eligible for a referral fee only if (a) the prospective End-User is not an existing customer of Ariox or already in active discussions with Ariox at the time of referral, (b) the referral results in a purchase of any Ariox offerings by End-User within six (6) months of the referral submission, unless otherwise agreed in writing; and (c) Partner has complied with all requirements of this Addendum and the Agreement.
3.1. Fees. In consideration for the services rendered by Partner hereunder, Ariox shall pay to Partner fees on the sale made by Ariox to each Customer introduced by Partner to Ariox hereunder as detailed in Partner Order Form. “Subscription Fees” means the net fees received (exclusive of sales tax and shipping, handling, insurance, and related transportation costs, and after applying any discounts, credits, rebates, and adjustments) sold by Ariox to Customers introduced by Partner. “Project Fees” means the labor fees received from Customers for completing a service or project of defined scope minus any discounts or rebates.
3.2. Timing of Payment. Ariox shall pay the Fees by the end of the month following the calendar year quarter end (i.e., April 30, July 31, October 31 and January 31) on actual receipt of unconditional payment of the corresponding fee types from Customer.
3.3. No Other Compensation. Except as expressly provided in this Addendum, Partner is not entitled to any other compensation, reimbursement, or payment from Ariox in connection with its referral activities. Partner is responsible for all taxes, duties, and other governmental charges arising from any payments made under this Addendum, except for taxes based on Ariox’s net income.
4.1. Term and Termination. This Addendum shall remain in effect for as long as Partner participates in the Referral/Co-Sell or Aggregator Partner Program under the Agreement, unless earlier terminated in accordance with the Agreement. This Addendum may be terminated in accordance with the termination provisions of the Agreement. Upon termination, Partner shall be entitled to referral fees only for eligible referrals accepted by Ariox prior to the effective date of termination.
4.2. Amendments. Ariox may amend this Addendum in accordance with the procedures set forth in the Agreement.
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ADDENDUM 2
RESELLER PARTNER ADDENDUM
to General Partner Agreement
This RESELLER PARTNER ADDENDUM (this “Addendum”) is hereby incorporated by reference into that certain General Partner Agreement, entered into by and between Partner and Ariox LLC (the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.
1.1. Engagement. Ariox hereby engages Partner, and Partner hereby accepts such engagement, to act as Ariox’s non-exclusive Reseller Partner with respect to resale of the Products to customers in the United States during the Term, in accordance with the terms and conditions of the Agreement and this Addendum. Ariox may in its sole discretion engage any other person or company to resell the Products.
1.2. Services. As a Reseller Partner, Partner shall use commercially reasonable efforts to market, promote, and resell Ariox’s products and services to End-Users. Partner shall act as the primary point of contact for End-Users regarding sales, implementation, and Level 1 support as further set forth in Section 1.4 herein.
1.3. Orders. All orders for Ariox Products and Services must be submitted by Partner through Ariox’s designated ordering system or process, as communicated by Ariox from time to time. Ariox reserves the right to update or modify the ordering process upon notice to Partner. Orders not submitted in accordance with the designated process may be delayed or rejected at Ariox’s discretion.
1.4. Other Obligations. In addition to the obligations set forth in the Agreement and this Addendum, Partner shall:
(a) Customer Relationship Management: Act as the primary point of contact for End-Users with respect to all sales, implementation, Level 1 support, and ongoing account management activities, and promptly address all End-User inquiries, issues, and requests related to the Products and Services.
(b) Marketing and Promotion: Actively market and promote Ariox Products and Services to prospective and existing End-Users using only Ariox-approved Marketing Materials and in accordance with Ariox’s brand guidelines. Any customized or co-branded materials must be approved in writing by Ariox prior to use in accordance with the Agreement
(c) Training and Competency: Ensure that all personnel involved in the marketing, sale, implementation, or support of Ariox Products and Services have received adequate training and maintain up-to-date knowledge of the Products, Services, and applicable policies.
(d) Compliance: Comply with all applicable laws, regulations, and industry standards in connection with the resale, marketing, and support of Ariox Products and Services, including but not limited to data privacy, export control, and anti-bribery laws.
(e) Reporting: Maintain accurate and complete records of all sales, End-User transactions, and support activities, and provide such records to Ariox upon reasonable request for audit or verification purposes.
(f) Brand Representation: Represent Ariox and its Products and Services in a professional and ethical manner at all times, and refrain from making any false, misleading, or unauthorized statements or commitments regarding Ariox or its offerings.
(g) Support Obligations: Provide Level 1 support to End-Users in accordance with Ariox’s guidelines, and promptly escalate any issues beyond Level 1 support to Ariox for resolution.
(h) Notification of Issues: Promptly notify Ariox in writing of any known or suspected material issues, complaints, or claims related to the Products, Services, or End-User relationships, including but not limited to data security incidents, product defects, or legal claims.
(i) No Unauthorized Modifications: Not modify, alter, or create derivative works of the Products, Documentation, or Marketing Materials without Ariox’s prior written consent.
(j) Cooperation: Cooperate with Ariox in good faith on joint marketing, sales, or customer initiatives as reasonably requested by Ariox, and participate in periodic business reviews or partner meetings as scheduled by Ariox.
1.5. Limited License. In addition to the licenses granted to Partner in the Agreement, Ariox hereby grants Partner a limited, non-exclusive, sublicensable, non-transferable license during the Term to resell the Platform to End-Users.
2.1. Reseller Rates. In consideration for the resale of Ariox Products and Services, Partner shall be entitled to participate in the Reseller/VAR Partner Discount Program at discounted rates as set forth on the Partner Order Form (“Reseller Rates”). Partner may resell the Products to End-Users at prices determined by Partner in its sole discretion, subject to any Minimum Advertised Price (MAP) or other pricing guidelines provided by Ariox from time to time. Partner agrees not to advertise or publicly offer any Ariox Products or Services below the MAP as communicated by Ariox from time to time.
2.2.Timing of Payment. Unless otherwise agreed in writing, all payments by Partner to Ariox for Products shall be due within thirty (30) days of the date of invoice. Late payments may be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
2.3. Taxes. All Fees and other amounts payable by Partner under this Addendum 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 by Partner hereunder, other than any taxes imposed on Ariox’s income.
2.4. No Additional Compensation. Except as expressly set forth in this Addendum or the Agreement, Partner shall not be entitled to any additional compensation, reimbursement, or payment from Ariox in connection with its resale activities.
2.5. Modifications. Ariox reserves the right to modify the Reseller Rates, Minimum Advertised Price, or applicable discount rates upon sixty (60) days’ prior written notice to Partner. Any such changes will apply to orders placed after the effective date of the change.
6.1. General. Partner shall procure and maintain, at all times, and at its’ own expense, during the Term, the types of insurances specified herein. For professional liability insurance, coverage will remain in effect for at least 5 years after termination of this Agreement.
6.2. Commercial Liability. Partner shall provide coverage on a Commercial General Liability Occurrence Coverage Form including coverage for product liability/completed operations with limits of not less than $3,000,000 each occurrence and $3,000,000 annual aggregate. Such insurance shall include worldwide coverage including coverage for USA jurisdiction claims and occurrences. Any exclusions or amendments to the policy form must be disclosed to Ariox. Partner’s policy shall be specifically endorsed to include Ariox, its subsidiaries, and its directors, officers and employees, as additional insureds.
6.3. Workers’ Compensation. Partner shall provide Workers’ Compensation Insurance covering all employees who provide service under this Addendum. Employers’ Liability coverage is required with limits of not less than the following: (i) Bodily Injury by Accident, $500,000 each accident ; (ii) Bodily Injury by Disease, $500,000 each employee; and (iii) Bodily Injury by Disease, $500,000 policy limit. Partner’s policy shall be specifically endorsed to waive any rights of subrogation against Ariox and its Affiliates, and their directors, officers and employees. In Europe or Australia, this is often called “Personal Accident Insurance.”
6.4. Professional Liability. Partner shall maintain coverage on a Professional Liability Form (or equivalent) in the amount of no less than $2,000,000 per claim with a $2,000,000 annual aggregate.
6.5. Property Liability. Partner shall provide All Risk Property Insurance in an amount not less than the full replacement cost of Partner’s property.
6.6. Cyber Liability. Partner shall provide Cyber Liability Insurance in an amount not less than $2,000,000 per claim.
6.7. Additional Terms. Partner’s policies for each of the coverages set forth above shall specifically waive any rights of subrogation against Ariox and its affiliates, and their Representatives. Partner shall supply Ariox with the above proof of insurance and forms, including any endorsements, as required upon the signing of the Agreement, but Ariox’s failure to demand such proof or forms shall not waive Ariox’s rights to such coverage as specified herein. All insurance companies for each of the coverage set forth above must be rated A or better with a financial rating of VII or better in the most recent A.M. Best’s Rating Guide. All insurance policies for each of the coverages set forth above shall provide for 30 days’ prior written notice to Ariox of any cancellation, nonrenewal or material change of coverage. All Partner insurance will be primary with no right of contribution by Ariox, its affiliates, or their respective insurers. Partner will be solely and fully responsible for any deductibles or self-insured retentions under any required coverage. Partner will remain liable for any insurance obligation not satisfied; however, this requirement will in no way restrict or reduce any indemnification obligations contained elsewhere in this Agreement.
4.1. Term and Termination. This Addendum shall remain in effect for as long as Partner participates in the Reseller Partner Program under the Agreement, unless earlier terminated in accordance with the Agreement. This Addendum may be terminated in accordance with the termination provisions of the Agreement. Upon termination, Partner shall be entitled to referral fees only for eligible referrals accepted by Ariox prior to the effective date of termination.
4.2. Amendment. Ariox may amend this Addendum in accordance with the procedures set forth in the Agreement.
4.3. Post-Termination Support. Upon termination or expiration of this Addendum or the Agreement, Partner shall cooperate with Ariox to ensure a smooth transition of support and services for any existing End-Users who were onboarded or supported by Partner prior to such termination or expiration. For a period of up to ninety (90) days (or such other period as mutually agreed in writing) following the effective date of termination, Partner shall, at Ariox’s request, continue to provide reasonable assistance, information, and support to Ariox and/or directly to End-Users as necessary to avoid disruption of service. Such transition support shall be provided on terms no less favorable than those in effect immediately prior to termination. This provision survives termination of this Addendum.
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ADDENDUM 3
SERVICE PARTNER ADDENDUM
to General Partner Agreement
This SERVICE PARTNER ADDENDUM (this “Addendum”) is hereby incorporated by reference into that certain General Partner Agreement, entered into by and between Partner and Ariox LLC (the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.
1.1. Engagement. Ariox hereby engages Partner, and Partner hereby accepts such engagement, to act as a non-exclusive Service Partner with respect to the provision of services related to Ariox Products and Services to End-Users in the United States during the Term, in accordance with the terms and conditions of the Agreement and this Addendum. Ariox may in its sole discretion engage any other person or company to provide similar services.
1.2. Services. As a Service Partner, Partner shall focus on delivering services to End-Users, including but not limited to, (a) implementation of Ariox Products and Services, (b) customization and configuration of Ariox Products and Services to meet End-User requirements, (c) providing Level 1 support and training to End-Users, and (d) acting as the primary point of contact for End-User service delivery and satisfaction. Partner may provide services directly to End-Users or as a subcontractor to Ariox, as determined on a case-by-case basis and subject to Ariox’s approval. In all cases, Partner shall maintain primary responsibility for the quality and delivery of services to End-Users.
1.3. Ariox Sales Team. Partner may work with the Ariox sales team to help identify, qualify, and close opportunities involving Ariox Products and Services. Partner may work in conjunction with Ariox’s direct sales team on specific opportunities as requested by Ariox, but shall not receive or claim ownership of any End-User customer relationship. Partner may, at Ariox’s reasonable request, participate in joint sales calls, meetings, or presentations with prospective End-Users.
1.4. Referrals. Partner may refer new or add-on business opportunities to Ariox and is eligible to earn referral commissions as set forth in Section 3 and the Partner Order Form.
1.5. No Investment Requirements. Partner is not required or expected to invest in product-related sales or marketing infrastructure. Partner’s primary focus shall be on the delivery of services as set forth above.
1.6. Other Obligations. In addition to the obligations set forth in the Agreement and this Addendum, Partner shall:
(a) Records: Maintain accurate records of all services provided, referrals made, and related activities, and shall provide such records to Ariox upon reasonable request.
(b) Representation: Represent Ariox and its Products and Services in a professional and ethical manner at all times, and shall not make any false, misleading, or unauthorized statements or commitments regarding Ariox or its offerings.
(c) Training: Ensure that all personnel involved in the delivery of services have received adequate training and maintain up-to-date knowledge of Ariox Products, Services, and applicable policies.
(d) Compliance: Perform all services in accordance with industry standards and all applicable laws and regulations.
(e) Notification of Issues: Promptly notify Ariox in writing of any known or suspected material issues, complaints, or claims related to the Products, Services, or End-User relationships, including but not limited to data security incidents, product defects, or legal claims.
(f) No Unauthorized Modifications: Not modify, alter, or create derivative works of the Products, Documentation, or Marketing Materials without Ariox’s prior written consent.
(g) Cooperation: Cooperate with Ariox in good faith on joint service, support, or customer initiatives as reasonably requested by Ariox, and participate in periodic business reviews or partner meetings as scheduled by Ariox.
2.1. Commissions. Partner shall be eligible to receive referral commissions for both new and add-on revenues generated from End-Users referred to Ariox by Partner, as detailed in Partner Order Form.
2.2. Timing of Payment. Referral commissions will be paid within sixty (60) days after Ariox’s receipt of payment from the referred End-User for the applicable offering, unless otherwise specified in the Partner Order Form.
2.3. Taxes. Partner is responsible for all taxes, duties, and other governmental charges arising from any payments made under this Addendum, except for taxes based on Ariox’s net income.
2.4. No Other Compensation. Except as expressly provided in the Partner Order Form, Partner is not entitled to any other compensation, reimbursement, or payment from Ariox in connection with its service activities.
3.1. Term and Termination. This Addendum shall remain in effect for as long as Partner participates in the Service Partner Program under the Agreement, unless earlier terminated in accordance with the Agreement. This Addendum may be terminated in accordance with the termination provisions of the Agreement. Upon termination, Partner shall be entitled to referral commissions only for eligible referrals accepted by Ariox prior to the effective date of termination.
3.2. Amendment. Ariox may amend this Addendum in accordance with the procedures set forth in the Agreement.
3.3. Post-Termination Support. Upon termination or expiration of this Addendum or the Agreement, Partner shall cooperate with Ariox to ensure a smooth transition of support and services for any existing End-Users who were onboarded or supported by Partner prior to such termination or expiration. For a period of up to ninety (90) days (or such other period as mutually agreed in writing) following the effective date of termination, Partner shall, at Ariox’s request, continue to provide reasonable assistance, information, and support to Ariox and/or directly to End-Users as necessary to avoid disruption of service. Such transition support shall be provided on terms no less favorable than those in effect immediately prior to termination. This provision survives termination of this Addendum.
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ADDENDUM 4
TECHNOLOGY PARTNER ADDENDUM
to General Partner Agreement
This TECHNOLOGY PARTNER ADDENDUM (this “Addendum”) is hereby incorporated by reference into that certain General Partner Agreement, entered into by and between Partner and Ariox LLC (the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.
1.1. Engagement. Ariox hereby engages Partner, and Partner hereby accepts such engagement, to act as a non-exclusive Technology Partner with respect to the integration of Partner’s software, platform, or service with Ariox’s Integration Platform as a Service (“iPaaS”) during the Term, in accordance with the terms and conditions of the Agreement and this Addendum. Ariox may in its sole discretion engage any other person or company to provide similar integrations or technology partnerships.
2.1. Integration and Interoperability. Partner shall, at its own expense and in collaboration with Ariox, design, develop, implement, and maintain certified integrations, connectors, or interoperability solutions between Partner’s software, platform, or service and Ariox’s iPaaS, as mutually agreed in writing by the Parties. All integrations must (a) meet or exceed Ariox’s then-current technical, security, performance, and quality standards, as communicated by Ariox and set forth in applicable documentation or integration guidelines; (b) be compatible with the current and future versions of the iPaaS, including timely updates to maintain compatibility in response to any changes, updates, patches, or enhancements to the iPaaS; (c) enable seamless, scalable, and secure data flow, process automation, and interoperability across a wide range of applications, as mutually agreed by the Parties; (d) undergo testing and certification by both Parties prior to any commercial release or listing, including security and performance validation, and promptly address any defects or vulnerabilities identified by either Party; and (e) include comprehensive technical documentation, user guides, and support materials sufficient for Ariox, mutual customers, and End-Users to deploy, configure, and utilize the integration effectively.
2.2. Technical Collaboration. The Parties will collaborate on technical requirements, documentation, and testing necessary to ensure seamless, scalable, and secure connectivity for End-Users. Partner shall provide Ariox with reasonable access to technical resources, documentation, and support as needed to facilitate integration, troubleshooting, and ongoing maintenance.
2.3. Updates and Maintenance. Partner shall promptly update and maintain its integration to ensure continued compatibility with Ariox’s iPaaS, including making necessary changes in response to updates, patches, or enhancements to the iPaaS.
2.4. Data Flow and Automation. Partner’s integration with the Ariox iPaaS shall be designed and maintained to enable secure, reliable, and efficient data flow, process automation, and interoperability across a wide range of applications and systems, as mutually agreed by the Parties. The integration must support the automated transfer, transformation, and synchronization of data between Partner’s technology and other connected systems within the Ariox ecosystem, in accordance with applicable technical specifications and industry best practices. Partner shall ensure that the integration supports real-time or near real-time data exchange, configurable workflows, and automated triggers or actions as required to meet customer use cases. All data flows and automated processes must be designed to maintain data integrity, accuracy, and security, including appropriate error handling, logging, and audit capabilities. Partner shall provide documentation describing supported data flows, automation features, configuration options, and any limitations or prerequisites upon request. Upon request, Partner shall assist Ariox and mutual customers in configuring, testing, and optimizing data flows and automated processes enabled by the integration.
2.5. Support. Partner shall provide Level 1 support to mutual customers for issues related to the integration between Partner’s technology and the Ariox iPaaS. Level 1 support includes responding to customer inquiries, troubleshooting basic integration issues, gathering relevant information, and providing initial guidance or solutions based on Partner’s documentation and knowledge base. Partner shall ensure that its support personnel are adequately trained and equipped to address common integration-related questions and issues. If a customer issue cannot be resolved through Level 1 support and is determined to involve the Ariox iPaaS or require deeper technical expertise, Partner shall promptly escalate the issue to Ariox in accordance with the escalation procedures and contact information provided by Ariox. Ariox will remain solely responsible for providing Level 2 and higher support for the iPaaS itself, including addressing platform-level defects, outages, or advanced technical issues beyond the scope of the integration. Ariox will communicate directly with the customer as needed for escalated issues and keep Partner reasonably informed of progress and resolution. Nothing in this provision limits Ariox’s right to communicate directly with mutual customers regarding support matters or to update support processes and requirements upon reasonable notice to Partner.
2.6. Compliance. All integration activities shall be conducted in compliance with applicable laws, regulations, and industry standards, including but not limited to data privacy, security, and export control requirements. Partner shall not introduce any code, software, or functionality that could compromise the security, integrity, or performance of the iPaaS or any Ariox offering.
3.1. Co-Marketing. The Parties may collaborate on a variety of co-marketing activities to promote the integrated solutions, including but not limited to joint press releases, case studies, white papers, webinars, digital marketing campaigns, conference presentations, and industry events. All co-marketing materials, messaging, and activities must be pre-approved in writing by both Parties and must adhere to each Party’s brand guidelines and trademark use restrictions as set forth in the Agreement. Each Party will designate a primary marketing contact to coordinate planning, approvals, and execution of co-marketing initiatives.
3.2. Marketplace Listings. Partner’s integrated solution may be listed in Ariox’s marketplace, catalog, or other partner directories, subject to Ariox’s standard listing requirements, technical certification, and approval process. Partner shall provide all necessary information, logos, product descriptions, and collateral in the format reasonably requested by Ariox. Ariox reserves the right to review, approve, edit, or remove any marketplace listing at its sole discretion and to update listing requirements from time to time. Partner is responsible for ensuring that all information provided for marketplace listings is accurate, up-to-date, and does not infringe any third-party rights.
3.3. Joint Go-to-Market. The Parties may jointly pursue go-to-market opportunities, including but not limited to joint sales enablement, lead sharing, coordinated outreach to prospective customers, bundled offerings, and participation in mutually agreed campaigns or programs. Each Party will cooperate in good faith to share relevant information, coordinate sales and marketing efforts, and support mutual business development objectives. Any joint go-to-market activities shall be subject to mutually agreed terms, including allocation of responsibilities, use of customer and prospect data, and compliance with applicable laws and privacy requirements. Nothing in this Section 3 obligates either Party to participate in any specific co-marketing, marketplace, or go-to-market activity, and either Party may withhold approval of any proposed activity in its reasonable discretion. All such activities are non-exclusive unless otherwise agreed in writing.
3.4. Use of Marks. Each Party may use the other’s name, logo, and approved marketing materials solely in connection with the activities contemplated by this Addendum, subject to the trademark use restrictions set forth in the Agreement.
4.1. Fees. Unless otherwise agreed in writing, no fees, commissions, or revenue share shall be due to either Party under this Addendum. Any commercial terms, referral fees, or revenue sharing arrangements related to joint opportunities or integrations must be set forth in a separate written agreement or schedule signed by both Parties.
5.1. Ownership. Except as expressly provided in the Agreement, each Party retains all right, title, and interest in and to its respective software, platform, services, technology, and intellectual property, including any integrations, connectors, or enhancements developed by or for such Party. License Grants. Each Party grants to the other a limited, non-exclusive, non-transferable, royalty-free license during the Term to use, demonstrate, and display the other Party’s technology, APIs, and related documentation solely as necessary to perform the integration, testing, support, and joint marketing activities contemplated by this Addendum. Nothing in this provision shall be construed to grant Partner any ownership rights in the iPaaS or any Ariox intellectual property, except for the limited licenses expressly set forth in the Agreement and applicable Addendum.
5.2. Feedback. Any feedback, suggestions, or recommendations provided by one Party to the other regarding the integration or related technology may be used by the receiving Party without restriction or obligation.
6.1. General. Partner shall procure and maintain, at all times, and at its’ own expense, during the Term, the types of insurances specified herein. For professional liability insurance, coverage will remain in effect for at least 5 years after termination of this Agreement.
6.2. Commercial Liability. Partner shall provide coverage on a Commercial General Liability Occurrence Coverage Form including coverage for product liability/completed operations with limits of not less than $3,000,000 each occurrence and $3,000,000 annual aggregate. Such insurance shall include worldwide coverage including coverage for USA jurisdiction claims and occurrences. Any exclusions or amendments to the policy form must be disclosed to Ariox. Partner’s policy shall be specifically endorsed to include Ariox, its subsidiaries, and its directors, officers and employees, as additional insureds.
6.3. Workers’ Compensation. Partner shall provide Workers’ Compensation Insurance covering all employees who provide service under this Addendum. Employers’ Liability coverage is required with limits of not less than the following: (i) Bodily Injury by Accident, $500,000 each accident ; (ii) Bodily Injury by Disease, $500,000 each employee; and (iii) Bodily Injury by Disease, $500,000 policy limit. Partner’s policy shall be specifically endorsed to waive any rights of subrogation against Ariox and its Affiliates, and their directors, officers and employees. In Europe or Australia, this is often called “Personal Accident Insurance.”
6.4. Professional Liability. Partner shall maintain coverage on a Professional Liability Form (or equivalent) in the amount of no less than $2,000,000 per claim with a $2,000,000 annual aggregate.
6.5. Property Liability. Partner shall provide All Risk Property Insurance in an amount not less than the full replacement cost of Partner’s property.
6.6. Cyber Liability. Partner shall provide Cyber Liability Insurance in an amount not less than $2,000,000 per claim.
6.7. Additional Terms. Partner’s policies for each of the coverages set forth above shall specifically waive any rights of subrogation against Ariox and its affiliates, and their Representatives. Partner shall supply Ariox with the above proof of insurance and forms, including any endorsements, as required upon the signing of the Agreement, but Ariox’s failure to demand such proof or forms shall not waive Ariox’s rights to such coverage as specified herein. All insurance companies for each of the coverage set forth above must be rated A or better with a financial rating of VII or better in the most recent A.M. Best’s Rating Guide. All insurance policies for each of the coverages set forth above shall provide for 30 days’ prior written notice to Ariox of any cancellation, nonrenewal or material change of coverage. All Partner insurance will be primary with no right of contribution by Ariox, its affiliates, or their respective insurers. Partner will be solely and fully responsible for any deductibles or self-insured retentions under any required coverage. Partner will remain liable for any insurance obligation not satisfied; however, this requirement will in no way restrict or reduce any indemnification obligations contained elsewhere in this Agreement.
7.1. Term and Termination. This Addendum shall remain in effect for as long as Partner participates in the Technology Partner Program under the Agreement, unless earlier terminated in accordance with the Agreement. This Addendum may be terminated in accordance with the termination provisions of the Agreement. Upon termination, each Party shall promptly cease use of the other Party’s technology and marketing materials, except as otherwise provided in the Agreement.
7.2. Amendment. Ariox may amend this Addendum in accordance with the procedures set forth in the Agreement.
7.3. Post-Termination Support. Upon termination or expiration of this Addendum or the Agreement, Partner shall cooperate with Ariox to ensure a smooth transition of support and services for any existing End-Users who were supported by Partner prior to such termination or expiration. For a period of up to ninety (90) days (or such other period as mutually agreed in writing) following the effective date of termination, Partner shall, at Ariox’s request, continue to provide reasonable assistance, information, and support to Ariox and/or directly to End-Users as necessary to avoid disruption of service. Such transition support shall be provided on terms no less favorable than those in effect immediately prior to termination. This provision survives termination of this Addendum.
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