LAST UPDATE OCTOBER 25, 2025
THIS PARTNER MASTER AGREEMENT, Exhibits, Schedules, Partner Program Documents, or Addendum, as mutually executed from time-to-time and referenced in this partner general terms and conditions or partner master agreement (collectively, this “Agreement”) between Ariox LLC (“Ariox”), and Partner to these terms and conditions (“Partner”). By signing this Agreement and/or any associated exhibits, schedules, program documents, or addendum (collectively, “Partner Program”) Partner agrees to participate in the Ariox Partner Program effective as of the date it is fully executed. Ariox may change its partner program from time to time. ARIOX and Partner are sometimes collectively referred to as the “Parties” or they may be referred to individually as a “Party” below.
ARIOX has developed and markets certain proprietary software products, services, and training. Ariox is willing to enter into an agreement for such software products, training, and professional services to Partner for distribution to end users thereof under the terms and conditions of this Agreement. Partner desires to offer the Ariox products and/or services offerings to end-users separately or in combination with other software products and/or services and Partner is willing to distribute the Ariox software products services and training under the terms and conditions hereof. Based on information and assurances of Partner regarding its qualifications, Ariox is willing to enter into this Agreement with Partner.
Ariox is a technology service company offering Lumino, an Integration Platform as a Service (“iPaaS”) product along with Partner support, and professional technology services to businesses, organizations, and institutions.
NOW, THEREFORE, in consideration of the foregoing and the mutual obligations contained in this Agreement, the Parties agree as follows:
“Addendum” means the Addendum 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 Partner Agreement, Partner Agreement General Terms and Condition, or Partner Master agreement, including attached Program Documents and the MSA and/or EULA agreements for the product licensed.
“Authorized Personnel” means Administrators and End-Users. “Administrators” are the employees or agents of User who are responsible for technical matters relating to User and End-Users’ and may have certain administrative privileges not afforded to End-Users. “End-Users” are the employees, members, or constituents, of User that are authorized by User’s Administrators to access and use the Ariox software.
“Customer” means a person or entity that licenses the Product through the Partner and is authorized to use the Product for its own internal end use and not for resale, subject to the Ariox Master Services Agreement (MSA) entered into between Customer and Ariox. As used in the Agreement, Customer and End-User shall be equally applied be used interchangeably.
“Business” means the marketing and purveyor of Ariox products by Partner.
“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 User in connection with this Agreement.
“ISP” means Integration Solution Partner is a partner that may be a software producer, sells their own software product or is a reseller of other software products and/or is a service provider who utilizes Ariox’s Lumino product as part of their offering.
“iPaaS” means Integration Platform as a Service and enables small, mid, and large size businesses to efficiently integrate, automate, and connect data from various day to day operating systems and applications such as LMS, ERP, CRM, WMS, TMS to name but a few.
“Lumino”, “Lumino Portal”, “Connectors”, “Datasets”, “Rules Engine”, “Software”, or “Product(s)” means the versions of Ariox products for which Partner has obtained authorization to purvey or include as part of the Partner solution that Partner sells.
“Margin Schedule”, or “Margin” means a margin or discount rate table as specified in the applicable Partner Agreement.
“Referral Margin” means the margin or remuneration paid to Partner for approved referrals made by Partner.
“Tokens” or “Key(s)” or “Remote Operators” mean the remote engine tokens, keys and/or license that are necessary for the activation of the Product.
“MSA” or “EULA” are used interchangeably and mean Master Services Agreement or End User License Agreement that Ariox sets forth the terms and conditions governing Customer’s use of Lumino, a copy of which is required to be signed by Customer as part of the installation process of Lumino.
“Order Form” means (i) an Ariox order form accepted by both Parties, pursuant to which Partner may order the Ariox Software, or Services from Ariox. The terms Order Form, Statement of Work (SOW), Quote, and Proposal can be used interchangeably by the Parties.
“Partner Program: means the Agreement and/or any associated exhibits, schedules, program documents, addendum that together define the partner relationship.
“Partner Network Program Guide” The Ariox Partner Network Program. It is included by reference under your partner agreement and outlines terms, policies, and procedures.
“Referral Partner” Referral Partners introduce Lumino to their existing customers and prospects because of our expertise in SMB integrations. By referring Lumino to businesses, Ariox handles the sales and services.
“Sale” or “Sell” or any form of the verb “to sell” as used throughout this Agreement with respect to the Software is used for convenience only and each such use of any term relating to “sale” of the Product or the Software, whether or not such use is capitalized, refers to the conveyance of license rights as expressly described and authorized under the MSA and shall not be interpreted as transferring any right, title or interest in or to the Product or any copy thereof other than the use rights expressly set forth in the Agreement.
“Services” means collectively, Professional Services, Delivery Services, Hosting, Learning Services, Training Services, and/or 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”.
“Support Services” means the technical support services related to the use of the Ariox Software and/or Ariox Cloud Services that are in use by End-User, as set forth on an applicable Order Form, and as further described in Ariox’s Support Services Policy.
“Update”, “Upgrade”, “Feature releases” are used interchangeably and means any Major Release, Minor Release, Service Pack and/or Patch of or for the Ariox Software that is made generally available by Ariox during the term of this Agreement.
2.1 Grant of Subscription Rights. During the applicable Term, Partner requests, and Ariox grants to End User a non-transferable, non-exclusive, limited license for the End Users to access and use the Ariox subscription offerings. Subscription Rights are governed by the Master Services Agreement (MSA) https://www.ariox.com/1c1gcebenusmsa
3.1 Scope of Services. Ariox will deploy and administer Ariox iPaaS, Hosting Services, Learning Services, Professional Services, and Support Services (collectively known as “services or offerings”) as agreed to by End User in the applicable Order Form and/or Partner Program.
3.2 Standard of Performance. Ariox agrees to provide the Ariox services to and for the benefit of End User partner in accordance with the terms of this Agreement, all Partner Program Documents hereto, and use industry practices and methods in providing the applicable services to End-User.
3.3 Control of Services. Ariox may, in its sole discretion (i) reengineer Ariox network components or infrastructure and/or change locations where services are performed; (ii) perform its obligations through its subsidiaries or affiliates, or through the use of selected Partner(s) or providers; and (iii) modify and/or replace technology or service architectures relating to the services. Ariox shall be responsible for such other party’s performance of Ariox obligations.
3.4 Changes to the Ariox Offerings. Due to technology advancements and changes to Ariox Software, Ariox may change, discontinue or deprecate the Ariox offerings or change or remove features or functionality of the Ariox offerings from time to time. Ariox will provide Partner and Partner’s End-User with six (6) months prior notice of any material changes or discontinuance.
3.6 Sandbox Accounts: To the extent Partner purchases access to a sandbox account, the following provisions shall apply:
3.6.1 Partner Restrictions: Partner shall not (and shall not permit users to): (a) sell, rent, lease, lend, resell, sublicense, distribute, assign, timeshare or otherwise transfer or provide access to the Service to any third party, except as expressly authorized under this Agreement, (b) access the Service for competitive purposes; (c) copy, modify, adapt, or create derivative works from or any feature, function, interface or graphic, in the Service; (d) remove Ariox’s policies or proprietary markings displayed within the Service; or
(e) use the Service or any of Ariox’s data, systems, network, or Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using Ariox data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of a Ariox system or network, circumventing any Ariox security or authentication measures, monitoring Ariox data or traffic, interfering with any Ariox services, collecting or using from the Service email addresses, screen names, or other identifiers, collecting or using from the Service information without the consent of the owner or licensor, using any false, misleading, or deceptive information, using the Service to distribute software or tools that gather information, distribute advertisements, or engage in conduct that may result in retaliation against Ariox or its data, systems, or network.
3.6.2 Partner Responsibilities: Partner shall have sole responsibility for partner content. Use of the Service shall be in compliance with this Agreement. Partner further agrees to: (a) maintain the confidentiality and security of passwords; (b) obtain from users any consents necessary under this Agreement or to allow Instructure to provide the Services; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service; (d) notify Ariox promptly of any such unauthorized access or use of which it learns; and (e) cooperate reasonably in all respects with respect to implementation and maintenance of the Service.
4.1 Payment: Ariox will pay all amounts due hereunder to Partner based on Partner Agreement and End User invoice paid status, in the currency specified on the invoice. Partner will bear all banking and similar charges made by Partner’s banking institutions. All payments shall be made by wire transfer or ACH to an account designated by Partner. In the event that End-User shall at any time fail to make payment in full after payment is due, Ariox shall be entitled to terminate the relationship with End User. Ariox shall bill and be solely responsible for the collection of all billings to End User for the Products and shall bear the entire risk of said collection and non-payment of such billings.
4.2 Alliance Partner Payments. Specifically, as it relates to Alliance Partners who are offering Lumino as part of the offering to their own End-User, Ariox invoicing will be based on the Alliance Partner
Agreement as specified. Alliance Partner(s) will bear all banking and similar charges made by Alliance Partner(s) banking institutions. All payments shall be made by wire transfer or ACH to an account designated by Ariox. In the event that Alliance Partner Payments shall at any time fail to make payment in full after payment is due, Ariox shall be entitled to terminate the relationship with Alliance Partners End User.
4.3 Restrictions on Price Increases. After providing Partner with sixty (60) days written notice, Ariox may change its rates paid to partners contracted under this Agreement.
4.4 Revisions. Ariox shall, by giving sixty (60) days’ notice, be entitled to make revisions to the Partner Programs set forth in Exhibits. Revisions shall be effective for deliverables to the Program after such sixty (60) day notice period.
4.5 Taxes. Partner will promptly pay, indemnify and hold Ariox harmless from all taxes, if any, for the Ariox offerings, including transaction, local, value-added, sales and service taxes (including interest and penalties), other than taxes on the net income or profits of Ariox. 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. All prices quoted are net of taxes.
4.6. Product Sales: Ariox may in its 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 Customer.
5.1 Marketing Material: Ariox produces and will make available certain promotional literature for Partners to use in promoting the Product (“Marketing Material). Such Marketing Materials are accessible by request or through the website free of charge. Ariox grants to Partner a non-exclusive, terminable license to (i) use, reproduce and display the Marketing Materials for use in connection with marketing the Products; and (ii) distribute the Marketing Materials. Partner may customize and reproduce the promotional literature for distribution; provided, that Partner shall submit any proposed modifications or new versions of the promotional literature to Ariox for its prior written approval. If Ariox does not notify Partner of objections to such customizations within 10 business days of Ariox’s receipt of such literature, the literature will be deemed approved by Ariox. Partner will affix Ariox’s copyright notice to all such literature, and Partner will bear all related production costs.
5.2 Agreements: Partner will ensure that all Customers agree to the Ariox MSA for any Product that is provided to such Customer. The partner may not modify or amend the terms and conditions of the MSA without the express prior written approval of Ariox. Partner will assume full responsibility for any Customer complaint or other costs resulting from any statement or promise made by Partner to Customer that is inconsistent with the Marketing Materials, Documentation, MSA, or Dataset features.
5.3 Indemnification by Partner. Partner will indemnify, defend, and hold harmless Ariox for any claims, damages or costs arising out of Partner’s failure to comply with the Section and any statements made by Partner to Customer that are inconsistent with the materials listed in the previous sentence. The partner agrees to any obligations specifically listed in the Partner Agreement, Partner Programs in order to retain program benefits. https://www.ariox.com/1c1gcebenusmsa.
5.4 Indemnification by Ariox. Ariox will indemnify, defend, and hold harmless Partner for any claims, damages or costs arising out of Ariox’s breach of this Agreement.
5.5 Pricing. Ariox works with Partner to establish the prices and discounts at which Products are offered to Customer.
5.6 Product Integrity. The partner may not modify, improve, or otherwise alter the Product, labels, or packaging of the Product, unless prior written consent is obtained from Ariox. The partner will not disassemble, reverse compile, or otherwise attempt to reverse engineer any of Ariox’s Products or any other products proprietary to Ariox. The partner agrees to take appropriate action by instruction or agreement with its employees and consultants to protect Ariox Products from unauthorized use and disclosure. These obligations survive termination of this Agreement. In the event of breach of these obligations, Ariox will be entitled to seek injunction and restraining the breach in addition to any other remedies available at law or in equity. The partner must maintain all names, copyright notices and other indicia of Product identification on the Product at all times.
In carrying out its obligations defined in this paragraph 5(d), Partner shall make its best efforts to comply in all material respects with all applicable laws, regulations, and orders, portray the Products accurately and in good faith, and not knowingly take any actions which are adverse to Ariox’s best interest or which might harm the reputation of Ariox or the Product.
5.7 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. Any costs or expenses incurred by Partner shall be Partners sole responsibility.
5.8 Ariox Expenses. It is expressly understood and agreed that Partner is under no obligation or requirement to reimburse Ariox for any costs or expenses incurred by Ariox in the performance of its responsibilities under this Agreement. Any costs or expenses incurred by Ariox shall be Ariox’s sole responsibility.
5.9 Email Consent. Partner must consent to received 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 email communications at any time during the time this Agreement is in force.
6.1 Term. The “Term” of this agreement is one (1) calendar year, and the Term begins on the date this Agreement is fully executed and will remain in effect and auto renew unless terminated by Partner, Ariox, or changed by agreement of Ariox and Partner. Prepaid fees are non-refundable in the event of termination.
6.2 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) Expiration of Third-Party Relationship. Ariox may terminate this Agreement by providing thirty (30) days written notice to Partner, where 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.
(iii) Substantial Economic or Technical Burden. Ariox may terminate this Agreement by providing thirty (30) days written notice to Partner, that it is Ariox’s good faith, reasonable belief that providing the Ariox offerings could create a substantial economic or technical burden or material security risk.
(iv) Compliance with Law or Government Request. Ariox may terminate this Agreement by providing ten (10) days written notice to Partner, that (a) it can no longer perform one or more of its obligations under this Agreement, (b) the use of the 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.
6.3 Consequences of Termination. Upon the expiration or any termination of this Agreement,
(a) 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. The partner shall not be entitled to any refunds or margin remuneration or Fees except as expressly set forth in Section 9. Partner shall immediately cease purveying Ariox offerings; and
(b) all terms of this Agreement which expressly or by their nature survive the termination of this Agreement shall so survive. Nothing in this Section 6 shall limit or impair any other rights or remedies available to Ariox at law or in equity.
7. Confidentiality Information and Proprietary Information
7.1 Confidential Information. Neither Party nor any third party acting on its behalf 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”). In addition, the Parties acknowledge and agree that (i) the Ariox Proprietary Material and information provided in the course of performing maintenance and support services shall be deemed Ariox's Confidential Information, and (ii) the proprietary data, including, but not limited to, financial data, and personnel records, shall be deemed Partner's 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 due diligence and 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’ employees, independent contractors and advisors 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 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 (i.e., information retained in the unaided memory of personnel) 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, Partner Data shall be returned by Ariox as specified in Section 8.3(a)(iii).
7.2 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 recipient, or (iii) information received from a third party who was not under a duty of non-disclosure.
7.3 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 or other reasonable assurance that confidential treatment will be accorded to the Confidential Information. 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.
7.4 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 obtain 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.
7.5 5-YearTerm. The obligations in this Section 7 apply (i) for Partner Data, until deleted and (ii) for all other Confidential Information, for a period of five years after the Confidential Information is received, or the loss of trade secret status, whichever is later.
7.6 Ariox Proprietary Materials. Ariox, its affiliates and licensors own and reserve all right, title and interest in and to the Ariox Proprietary Information and 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. Ariox shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Ariox offerings and Documentation any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Partner or its Users relating to the operation of the Ariox offerings or Documentation. 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 Proprietary Materials, and Partner acknowledges and agrees that Ariox retains all right, title, and interest thereto. Upon the termination or expiration of this Agreement for any reason, Partner will, at Ariox’s election, return such Ariox Proprietary Materials in Partner’s control or possession to Ariox, or certify to Ariox that such Ariox Proprietary Materials have been destroyed.
7.7 Restrictions. Partner shall not (and shall not permit any User, employee, contractor, or other party) to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of the Ariox offerings, Ariox offerings or any component thereof; or (ii) resell or sublicense the Ariox offerings, Ariox Software or any component thereof.
7.8 Partner Data. Partner or Partner’s licensor owns all right, title and interest in and to Partner Data. Except as provided in this Agreement, Ariox obtains no rights under this Agreement to Partner Data.
7.9 Data Privacy: Except for user credentials and contact data, you may not transfer, or cause to be transferred, or input personally identifiable data into the Services without notifying Instructure in writing. You agree to comply with all laws, rules, regulations, governmental requirements, and codes as well as international, federal, state, or provincial laws applicable to personal data while participating in Instructure’s partner program.
7.10 Conduct of Business and Non-Solicit: Each party must conduct its business in a manner favorably representing the other party and its technology. In no event may either party make any representations, warranties, or guarantees on behalf of the other party. Partner agrees to maintain the quality of the Partner Applications such that they remain current, in good taste, and compliant with all applicable laws, rules and regulations. Partner is solely responsible for providing all support and assistance to end users of the Partner Applications. During the term of this Agreement and for three (3) months after expiration or termination, neither party will or will attempt to recruit or solicit any employee or contractor of the other Party or any Affiliates. The posting of any general recruitment advertisement in the normal course of business shall not be deemed a violation of this Section.
7.11 Trademarks and Copyrights. Third parties retain trademark, copyright, and other proprietary rights in and to third party’s Content or software. Ariox retains all rights, title and interest to Ariox Marks.
8.1 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 it is 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 Professional Services in a professional and workmanlike manner, and (ii) the Professional Services and Deliverables shall substantially conform in all material respects to the descriptions in the Statement of Work, 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 or its affiliates’ uncured material breach of this Agreement shall be, if Partner notifies Ariox within 90 days of the date of performance, (i) to obtain the repair, replacement or correction of the Professional Service or Deliverable to the extent warranted under Section 12.1(c) above or, (ii) if Ariox reasonably determines that such remedy is not economically or technically feasible with respect to the Deliverable, to terminate this Agreement and obtain a refund of amounts paid for the unused portion of the Deliverable. Ariox shall have no obligation under this Section 12.1 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.
8.2 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 its 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 offering Content or 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.
8.3 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.
9.1 Limitations Period. No cause of action, whether based in contract, tort, equity or under any legal theory whatsoever, arising out of this Agreement, may be brought by either Party more than one (1) year after such cause of action accrued.
9.2 Limitations on Liability and Damages. Neither Party shall be liable to the other Party for damages in excess of the total amount paid for services and licensing under this Agreement in any twelve month period while this Agreement is in effect.
10.1 Partner. Partner shall indemnify, defend and hold harmless Ariox and its affiliates and licensors, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third party claims based on: (i) Partner’s use of the Ariox offerings in violation of applicable law, this Agreement or any Documentation; or Partner’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Ariox offerings; (ii) any Partner Data; (iii) the alleged infringement or misappropriation of third party rights by Partner Data; or (iv) bodily injury, death and tangible property damage resulting from the grossly negligent or willful acts or omissions of its officers, agents, employees or representatives acting within the scope of their work. If Ariox or its affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described in this Section 10, Partner shall also reimburse Ariox for reasonable attorneys’ fees and costs and shall pay Ariox on a time and material basis for time and materials spent.
10.2 Ariox. Ariox shall indemnify, defend and hold harmless Partner and its affiliates, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any 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 its officers, agents, employees or representatives acting within the scope of their work. The foregoing indemnity shall not apply to any claim that arises from or is based on: (i) Partner’s use of Ariox offerings in a modified, unauthorized or unintended form, or any customizations made by Partner; (ii) Partner’s violation of this Agreement; (iii) Partner’s use of other than the most current, unaltered patch, update or upgrade to the Ariox offerings or Ariox Software available from Ariox, if such claim would have been avoided by Partner's use of such patch, update or upgrade; or (iv) any Partner Data or non-Ariox software.
10.2 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).
No Party shall assign or transfer any interest in this Agreement. Any assignment of rights or interest in the Agreement without the prior express written consent of the other Party shall be void, null and or of no effect. No permitted assignment shall relieve Partner of its obligations under this Agreement. Any change of ownership of a controlling interest in Partner or its assets, whether by merger, consolidation, reorganization or otherwise, shall be considered to affect an assignment for the purposes of this section. Any prohibited assignment shall constitute a default under this Agreement. Ariox is entitled to assign its rights and obligations under this agreement in whole or in part. Ariox and any successor or assign of Ariox is entitled to enforce this Agreement.
Both Parties are independent parties and neither Party is, and shall not be deemed to be, an employee, partner, or agent of the other Party for any purpose whatsoever. This Agreement does not create a joint venture, franchise relationship or partnership, and neither Party has the authority to bind the other to any third party.
14.1 Choice of Law. This Agreement shall be subject to and construed under the laws of the State of Michigan without regard to conflict of laws principles.
14.2 Personal Jurisdiction & Forum. The Parties hereby submit only to the exclusive jurisdiction of the United States District Court for the Western District of Michigan or any court of competent jurisdiction siting in the County of Kent, Michigan in any suit or proceeding that in any way arise out of or relate to this Agreement.
Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
No waiver or failure by either party to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions shall be construed to be a waiver of the same on any other occasion or of any other option, right or privilege.
All notices provided in connection with this Agreement shall be in writing and delivered to the parties at the addresses set forth in the preamble to this Agreement or to such other address designated by the Parties in accordance with the terms of this Agreement. Notices required by this Agreement shall be deemed received (i) upon delivery, when delivered in person or by commercially receipted courier; (ii) upon the date sent by facsimile or e-mail, if confirmed; or (iii) five (5) business days after deposit with the Postal Service by registered or certified mail.
This Agreement and its Exhibits constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior oral or written understandings, commitments, discussions, or agreements between the parties, if any. Unless expressly contained in this Agreement and its Exhibits, no statements, representations, warranties or agreements made by a party shall be binding.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, fully enforceable counterpart for all purposes hereof, but all of which shall constitute one and the same instrument. Copies of signatures shall be treated the same as originals. Additionally, this Agreement, to the extent signed and delivered by means of DocuSign electronic signature system, a facsimile machine or PDF, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect.
Sign up with your email address to receive news and updates
We respect your privacy.