Third-Party Add-On Developer Addendum

1. Overview
   1. This Third-party Add-on Addendum (the “Addendum”) describes the terms and associated conditions through which the Company will permit you, a third-party, (the "Developer") to provide Content, services, or other additional capabilities (the "Add-On") as part of or in conjunction with one or more of the Company's Services. This Addendum is an addendum to the Partner Agreement (the "Agreement") previously or concurrently entered into by Developer, and the terms of such Agreement. The use of the singular term Add-On is intended to address each Add-On provided by Developer.
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   3. THE INDIVIDUAL ACCEPTING THIS ADDENDUM IS ACCEPTING ON BEHALF OF A LEGAL ENTITY AND SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS ADDENDUM DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS ADDENDUM.
   4. BY ACCEPTING THIS ADDENDUM, AS EVIDENCED BY (i) FILLING IN, SIGNING, AND RETURNING A COPY OF THIS ADDENDUM; (ii) CLICKING A BOX INDICATING ACCEPTANCE; (iii) PAYING AN INVOICE THAT REFERENCES THIS ADDENDUM OR RECEIVING PAYMENT FROM THE COMPANY; (iv) SUBMITTING AN ADD-ON TO THE COMPANY; OR (v) ACCESSING OR USING ONE OR MORE OF THE SERVICES MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), DEVELOPER AGREES TO THE TERMS OF THIS ADDENDUM AND THAT THIS ADDENDUM SUPERCEDES AND REPLACES ANY EXISTING ADDENDUM BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT ADD-ON.
   5. The Company reserves the right to modify the terms of this Addendum at any time. The then-current version of the Agreement will be linked to on the Company's legal page. The Company will endeavor to notify Developer when this Addendum has been modified, but it is Developer's responsibility to periodically review the then-current terms of this Addendum. This Addendum was last updated on the most recent date reflected in the Change Log, below (the “Update Date”). It is effective between Developer and the Company as of the earliest date on which Developer accepted this Addendum (the “Effective Date”). Any modification of the terms of this Addendum will have prospective effect only.
2. Definitions
   1. Capitalized terms shall have the meanings defined in the Definitions page, in the Agreement, and as defined herein, including any definitions below. In the event of a conflict between a definition on the Definitions page or this Agreement and those defined in this Addendum, the terms defined in this Addendum shall control for this Addendum.
3. License.
   1. Developer expressly authorizes the Company to:
      1. market, solicit, and obtain orders on Developer's behalf for the Add-Ons;
      2. provide hosting services to Developer subject to the terms of this Addendum and the Subscription Agreement, in order to allow for the storage of, and access to, the Add-On and to enable third-party hosting of such Add-On solely as otherwise licensed or authorized by the Company;
      3. make copies of, format, and otherwise prepare the Add-On for acquisition and download, including adding any necessary security and other optimizations the Company deems necessary;
      4. allow access and re-access to the Add-On so that Clients, Partners, and Facilitators may acquire and electronically download the Add-On, subject to the terms of Developer's agreement with the relevant entities;
      5. issue invoices for the purchase price payable for the Add-On;
      6. use any or all of the following for promotional purposes in marketing materials, excluding any portions of the Add-Ons for which Developer cannot convey the corresponding rights and which portions are identified by Developer at the time the Add-Ons are delivered to the Company:
         1. screenshots, previews, and/or up-to thirty (30) second excerpts of the Add-Ons;
         2. trademarks and logos associated with the Add-Ons;
         3. Add-On information; and,
         4. images and other materials that Developer may provide to the Company, at the Company's reasonable request;
      7. otherwise use the Add-Ons, Add-On information, and associated metadata as may be reasonably necessary in the marketing, delivery, and enjoyment of the Add-Ons.
   2. Exclusivity. Except as otherwise agreed to by the parties, the Add-Ons shall not be offered for sale or expressly authorized for use with services or tools that compete with the Company's Services.
   3. No Additional Compensation. Developer expressly agrees that the payment terms specified in the section captioned "Add-On Terms", below, set forth all compensation due to Developer and that no other royalty or compensation is due or payable in accordance with the license granted in this Section (captioned "License") of this Addendum.
   4. No Additional Rights. Except as set forth in this Addendum, the parties acknowledge that the Company shall not acquire any ownership interest in or to any of the Add-Ons or related information, and title, risk of loss, responsibility for, and control over the Add-Ons shall, at all times, remain with Developer. The Company may not use any of the Add-Ons or Add-On Information for any purpose, or in any manner, except as expressly authorized herein.
4. Add-On Terms.
   1. Add-On License and Other Agreements. Developer shall provide to the Company all licenses, subscriptions, or other related agreements (each an "Add-On Agreement") that are to be entered into between Developer and Clients regarding the Add-Ons. Such Add-On Agreement shall clearly:
      1. state that the Add-On is provided by the Developer, not the Company;
      2. define any limitations on liability, warranties, and other limitations and aspects in the relationship between the parties;
      3. set forth terms under which support for the Add-On is provided and identify at least one Developer Representative as a point of contact for support-related inquiries; and,
      4. where fees are to be collected in conjunction with access to an Add-On, specify that all payments are non-cancelable, and fees paid are non-refundable, more than seventy-two (72) hours after such obligations arise.
   2. Add-On Agreement Acceptance. The Company will require that each Client accept, as part of the Add-On purchase process, any license, subscription, or other related agreements provided to the Company by Developer. The Company shall record the Client's acceptance of the agreement(s), the date on which such acceptance occurs and the name of the individual accepting the agreement(s). Such information shall be available to Developer upon request.
   3. Recurring Access to the Add-On. Developer may create subscriptions or other access terms for the Add-On which require recurring billing, provided Developer:
      1. clearly and conspicuously discloses to users the following information regarding the auto-renewing subscription:
         1. title of auto-renewing subscription, which may be the same as the Add-On product name displayed in the Service;
         2. length of subscription;
         3. price of subscription, and price per unit if appropriate.
      2. provides conspicuous links to Developer's Privacy Policy and any Terms of Use within the Add-On; and,
      3. fulfills the offer during the entire subscription period, as marketed.
   4. Refunds for Breach. Notwithstanding anything in this Addendum to the contrary, in the event Developer breaches any portion of this Addendum, Developer hereby authorizes and instructs the Company to refund to the Client the full amount, or any portion thereof in the Company's sole discretion, of the price paid by the Client for the corresponding Add-On. In the event that the Company refunds any portion of a purchase price to a Client, Developer shall reimburse the Company an amount equal to the refunded price(s). Developer acknowledges that repeated violations of this provision may result in termination of this Addendum. Developer's reimbursement obligations shall survive termination of this Addendum.
   5. Price Increases. When Developer increases pricing for existing subscribers in regions that require end-user consent, they will be prompted to review and agree to the new price, otherwise the auto-renewal feature will be disabled. To the extent Developer promotes and offers for sale auto-renewing subscriptions, within or outside of the Add-On, Developer must do so in compliance with all legal and regulatory requirements.
   6. Client Access to Data. Developer agrees that all information entered into a Service by or on behalf of a Client is that Client’s information. The Company shall not directly solicit any of Developer's Clients to enter into a direct relationship with the Company or with another entity. Notwithstanding the foregoing, should a Client reach out to the Company about transitioning their information out of an Add-On or to a relationship with another Developer or to a direct relationship with the Company, the Company shall be permitted to facilitate such a transition and Developer shall not take any actions which would impact the Client’s ability to access the Service or the Client’s information stored in the Service.
   7. Review and Approval of Add-Ons. The Company deeply values the trusted relationship we share with our Partners and Clients, and takes steps to ensure our Partners' and Clients' continued success. One such step is our commitment to not directly and intentionally compete with Partners on products or services they offer. It is therefore important that the Company understand the functionality provided by the Add-On and the potential competitive impact such functionality might have on our Partners. The Company is not required to permit any Add-On as part of a Service, and all Add-Ons must be approved by an authorized Representative of the Company. Developer represents and warrants that Developer has described and shall accurately and completely describe the Add-on's functionality/functionalities to the Company using the appropriate form provided to Developer by the Company. The Company shall review the information submitted by Developer in a timely manner and may approve or deny, at the Company's sole discretion, Developer's request to add the Add-On as part of a Service.
   8. Add-On Feature Enhancements. As discussed above, Developer's Add-On will be authorized to provide certain core functionality to Clients via a Service. Developer must notify the Company of any planned changes to the Add-On's functionality or capabilities which expands the Add-On's capabilities beyond the core functionality, and such expansion must be expressly authorized in writing by an authorized Representative of the Company prior to the addition of such functionality to Clients. Company's failure to respond to such a notice within ten (10) business days of its submission shall be deemed a denial of Developer's notice, and Developer shall not permit such changes to the Add-on's functionality to be made available via the Service. Developer expressly agrees that Developer's breach of this provision shall be grounds for immediate termination of this Addendum by the Company.
   9. Add-On Development and Maintenance. Developer is solely responsible for the development and maintenance of the Add-on. Developer represents and warrants that:
      1. all source code which powers Developer's Add-On:
         1. has been subjected to testing in accordance with well-established industry standards such as, without limitation, Static Application Security Testing ("SAST") and Dynamic Application Security Testing ("DAST");
         2. any vulnerabilities identified in the source code are remediated within two (2) weeks of their discovery; and,
         3. all versions of the Add-on which are made available under this Addendum are free of all known source code vulnerabilities;
      2. any back-end infrastructure used to provide the Add-On is:
         1. the subject of a written security plan which Developer routinely reviews and updates;
         2. regularly scanned for vulnerabilities using a commercially-available tool appropriate for the infrastructure;
         3. regularly scanned for malware using a commercially-available tool appropriate for the infrastructure, where such scanning is feasible; and
         4. updated to patch or otherwise remediate any identified vulnerabilities within a commercially reasonable period of time based on the criticality of such vulnerabilities, where such period of time does not exceed two (2) months from the vulnerability's announcement or incorporation into a database such as the National Vulnerabilities Database maintained by NIST.
      3. Developer is the creator or otherwise licensed or authorized to use all images, text, and other content in the Add-Ons.
   10. No Solicitation of Clients within an Add-On. Developer's Add-On may place Developer in a position of trust with some Partner Clients, such as, for example, when providing support to such Clients. Developer shall not directly solicit Clients for work via an Add-On, nor shall Developer use Developer's relationship with a Client as a mechanism for soliciting additional or alternative work with that Client where the relationship did not exist prior to the incorporation of the Add-On into the Services. Developer expressly agrees that Developer's breach of this provision shall be grounds for immediate termination of this Addendum by the Company. For the purposes of clarity, nothing in the foregoing is intended to prohibit Developer from accepting work from a Client where such Client independently initiates the contact with Developer.
   11. Add-On Marketing: The Company will permit Developer to list, on a Marketplace (e.g., the FutureFeed Marketplace), the Add-On as available in the corresponding Service(s). The Company may, at the Company's sole discretion, make other listing opportunities available within or related to a Service. Such listings shall permit Clients to purchase an Add-On under the terms set forth by Developer, subject to any reasonable limitations the Company may impose (e.g., limiting the types of transactions available to one-time purchases and recurring monthly and annual purchases).
   12. Client Add-On Purchase. Developer is responsible for setting the price (the "Add-On List Price") associated with an Add-On. All prices shall be set in US Dollars. Unless otherwise instructed by Developer or where the Add-On List Price is $0, the Company shall collect the Add-On List Price from the Client purchasing the Add-On prior to making the Add-On available to the Client.
   13. Payment to Developer. The Company shall be entitled to a commission of twenty percent (20%) (the "Company Commission") of the Add-On List Price for each Add-On sold via a Service. The Company shall pay Developer, on a monthly basis and no later than thirty (30) days after the end of the subject month, a fee equal to the Add-On List Price minus the corresponding Company Commission for each Add-On sold and paid for during the subject (the "Developer Payment"). Notwithstanding the foregoing, where the Developer Payment is less than or equal to one hundred dollars ($100), the Company shall be entitled to forego issuing payment for that amount and apply it to the next payment unless payment is expressly requested by Developer.
   14. Tax Impact. In the event that the Company Commission or any price payable by any Client for any of the Add-Ons is subject to (i) any withholding or similar tax; or (ii) any sales, use, goods and services, value added, telecommunications or other tax or levy not collected by the Company; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely for Developer's account, and shall not reduce the Company Commission.
   15. Tax Withholding. In the event that any remittance made by the Company to Developer is subject to any withholding or similar tax, the full amount of that withholding or similar tax shall be solely for Developer's account, and will not reduce the Company Commission on that transaction. If the Company reasonably believes that such tax is due, the Company will deduct the full amount of such withholding or similar tax from the gross amount owed to Developer, and will pay the full amount withheld over to the competent tax authorities. The Company will apply a reduced rate of withholding tax, if any, provided for in any applicable income tax treaty only if Developer furnishes the Company with such documentation required under that income tax treaty or otherwise satisfactory to the Company, sufficient to establish Developer's entitlement to the benefit of that reduced rate of withholding tax. Upon Developer's timely request to the Company in writing, using means reasonably designated by the Company, the Company will use commercially practical efforts to report to Developer the amount of the Company's payment of withholding or similar taxes to the competent tax authorities on Developer's behalf. Developer will indemnify and hold the Company harmless against any and all claims by any competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or representation by Developer as to Developer's entitlement to, or Developer's disqualification for, the benefit of a reduced rate of withholding tax. Developer shall indemnify and hold the Company harmless against any and all claims by any tax authority for any underpayment or overpayment of any sales, use, goods and services, value added, telecommunications or other tax or levy, and any penalties and/or interest thereon.
   16. Assignment of Payments. The Developer may assign any of its rights to receive payment under this Addendum to any financial institution or Developer's Affiliate without the consent of the Company. In such an event, the Company will use commercially reasonable efforts to facilitate such assignment (e.g., by acknowledging it in writing if needed, or by paying the invoices directly to the assignee, if instructed by Developer).
   17. Add-On Term Expiration. If a Client purchases time-bound access to an Add-on (e.g., by purchasing a subscription to the Add-On):
       1. Notification of Impending Expiration. The Company will endeavor to notify the Client at least thirty (30) days prior to the expiration or renewal of the time boundary, such as via an alert within the Service. The Company may, at the Company's sole discretion, notify Client at greater intervals, such as, without limitation, at ninety (90) and sixty (60) days prior to renewal or expiration of a Subscription; and,
       2. Termination of Client Access. The Company shall ensure Client's access to the Add-On terminates in accordance with the purchased time boundary, unless Client renews. Any renewals will be handled in accordance with the payment terms set forth above.
   18. Non-Refundable Payments. Developer acknowledges that all Client-related payment obligations are non-cancelable, and fees paid are non-refundable, more than seventy-two (72) hours after such obligations arise.
   19. Intellectual Property Ownership and Right to Use. Developer retains all intellectual property rights in and to Developer's Add-ons. Notwithstanding the foregoing, if the Company funds a portion of the development or other costs associated with the creation of an Add-on, Developer expressly agrees to grant, and hereby does grant, to the Company a worldwide, unlimited, unrestricted, sublicensable, irrevocable right to make, use, sell, offer for sale, distribute, modify, and otherwise enjoy the use of each such Add-on. The terms of this Section shall survive the termination of this Addendum and/or the Agreement.
5. Warranties and Disclaimers
   1. Developer Warranties to Clients. Developer is solely responsible for any independent or extended warranties or other offers or services it makes to Clients.
   2. NO IMPLIED WARRANTIES OR REPRESENTATIONS. EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE OFFERING, ALL SERVICES AND CONTENT PROVIDED BY THE COMPANY TO DEVELOPER ARE PROVIDED “AS IS.” THE FOREGOING “AS IS” WARRANTY, AND ANY WARRANTIES EXPRESSLY SET FORTH IN A SERVICE OFFERING, ARE THE ONLY WARRANTIES MADE BY THE COMPANY TO DEVELOPER. THE COMPANY MAKES NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES TO DEVELOPER RELATED TO THIS ADDENDUM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. General Rights, Restrictions, Obligations, and Authorization Terms and Conditions
   1. Representations. Each party represents that it has validly entered into this Addendum and has the legal power to do so.
   2. Lawsuits. Developer warrants that, as of the Publication Date, Developer is not aware of any actual or threatened lawsuits that would impact the Developer's ability to deliver the Add-on.
   3. Return of Information. Developer agrees to return or destroy, and upon request certify the destruction of, all of the Company's Confidential Information and all Client information upon the latter of the termination of this Addendum and the expiration date(s) for any subscriptions ordered under this Addendum.
   4. Third-Party Rights. Except as required by Law, the Company grants no rights to Developer to sublicense any access Developer may have in or to the Services, or any rights under this Addendum, to any third parties (including Developer Affiliates or subcontractors) unless such rights are expressly provided in a writing by an authorized Representative of the Company.
   5. No Internal Use Rights. Except as otherwise provided in the Agreement or this Addendum, Developer may not:
      1. use any Services acquired under this Addendum for its own internal use; or
      2. distribute or otherwise transfer Services acquired under this Addendum to any Developer Affiliates for their internal use.
   6. No Modifications. Except as permitted in this Addendum, neither party may modify, or cause the modification of, the other party's offering unless so directed or permitted in writing.
   7. No Conflicting Commitments. Developer may not make any representation, warranty, guarantee, or promise with respect to any Add-On that would conflict with or expand the Company’s obligations to a Client or end user. Developer's instructions to Clients on the use of an Add-On as part of a Service must be consistent with any law or regulation as well as any Service Specific Terms, the Service Offering, and any relevant warranty document, services terms, or end user documentation provided by the Company.
   8. Technology. Developer agrees to, as required to perform its obligations under the Agreement and this Addendum, provide the necessary equipment, technology, and infrastructure needed and take necessary steps, on an ongoing basis and as applicable, to access and use the Partner and/or Vendor Portals and as otherwise reasonably required by the Company.
   9. Entire Agreement and Order of Precedence. This Addendum supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning Add-ons. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:
      1. the applicable Order Form,
      2. this Addendum,
      3. the Agreement, and
      4. the Documentation.
   10. Headings. Titles and headings of sections of this Addendum are for convenience only and shall not affect the construction of any provision of this Addendum.
   11. Third-Party Beneficiaries. There are no third-party beneficiaries under this Addendum.

Version: 23.03a

Change Log:

23.03a - 20-MAR-2022 - Reduced the commission collected by the Company to twenty percent (20%) in 4.13.

22.10a - 03-OCT-2022 - Fixed typographic errors and added section 3.2

22.06a - 25-JUL-2022 - Clarified licensing scope in 3.1 and nonsolicitation in 4.10.

22.06a - 16-JUN-2022 - Modified to reflect addendum status

22.05b - 02-MAY-2022 - Spelling and Errata

22.05a - 02-MAY-2022 - General Updates and Refinements

22.04a - 29-APR-2022 - Initial Online Version Publication