API Partner Agreement

Introduction

This Partner Agreement (the Agreement) describes the mutual covenants that a party who intends to build an API integration (the Integration Partner), as well as Nmbrs (Visma), agree to form. 

Integration Partner Obligations

1. Performance - Integration Partner will (i) conduct business in a manner that reflects favorably at all times on Visma’s Products and the good name, goodwill and reputation of Visma; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Visma, Visma Products or the public; (iii) make no false or misleading representations with regard to Visma or Visma Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Visma or the Visma Products; (v) promote the proper use of the Visma Products; (vi) make no representation, warranties or guarantees to potential clients with respect to the specifications, features or capabilities of the Visma Product that are inconsistent with the literature distributed or website published by Visma;  (vii) adhere to the API terms of use; and (viii) perform its obligations under this Agreement  in a competent and skillful manner, and in accordance with applicable industry standards. A breach of any preceding performance covenants shall be deemed a material breach of this Agreement.
2. Visma Nmbrs App Store. If the Integration Partner has created a generic integration, Visma will create a listing of the Integration Partner’s product on the Visma Nmbrs App Store (App Store). After the creation of this listing, the Integration Partner receives a login to this listing in the App Store. It is the responsibility of the Integration Partner to keep this listing up-to-date after it has been created.
3. Technical. Integration Partner will provide Visma with the correct information on the integration that has been built.  This may include, but shall not be limited to technical documentation of the created integration or API calls that are used.

Visma Obligations

1. Performance Threshold. Visma will (i) conduct business in a manner that reflects favorably at all times on Integration Partner’s Products and the good name, goodwill, and reputation of Integration Partner; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Integration Partner Products or the public; (iii) make no false or misleading representations with regard to Integration Partner Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Integration Partner or the Integration Partner Products; (v) promote the proper use of the Integration Partner Products; (vi) make no representation, warranties, or guarantees to potential clients with respect to the specifications, features, or capabilities of the Integration Partner Product that are inconsistent with the literature distributed or website published by Integration Partner; and (vii) perform its obligations under this Agreement in a competent and skillful manner, and in accordance with applicable industry standards. A breach of any of the preceding performance covenants shall be deemed a material breach of this Agreement.
2. Marketing. In the case that the Integration Partner creates an integration with a product that is not their owned application, Visma is not obligated to add this Integration Partner to the App Store. 
3. Technical. Visma will provide Integration Partner with all data and information needed to support a proper integration of Integration Partner’s services. This may include, but shall not be limited to a demo account, API calls, technical documentation to develop an integration, support information, and documentation for Integration Partner to be able to set up the Integration. 
4. API changes. Visma is allowed to make any changes to its services when needed. Should changes to Visma’s services affect Integration Partner, then Visma shall make a commercially reasonable effort to inform Integration Partner of such changes at least 3 (three) months in advance. 

Expenses and Taxes 

Each Party is solely responsible for all of its expenses incurred in order to fulfill its obligations under this Agreement (including, without limitation, travel, entertainment, lodging, and transportation expenses). Each Party is solely responsible for all of its income and other taxes related to payments made and received pursuant to this Agreement.

Intellectual Property

1. Ownership. All right, title, and interest in and to Visma Products, including all intellectual property rights therein, is exclusively owned by and will remain exclusively owned by Visma and/or its licensors. All right, title, and interest in and to the Integration Partner Products, including all intellectual property rights therein, is exclusively owned by and will remain exclusively owned by Integration Partner and/or its licensors.
2. Trade-mark License. Visma hereby grants to the Integration Partner a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license within the Referral Territory, during the term of this Agreement to use Visma’s trade-marks (the “Marks”), solely in connection with the promotion and marketing of Visma’s Products, in accordance with this Agreement. Integration Partner agrees and acknowledges that (i) the Marks, whether or not registered, are the sole property of Visma or its licensors, (ii) Integration Partner’s reproduction of Visma’s Marks inures to the benefit of Visma, and (iii) Integration Partner acquires no legal rights in Visma’s Marks. Integration Partner will not use or display any of Visma’s Marks, whether registered or unregistered, without the prior written consent of Visma.

Confidential Information

1. Definition. “Confidential Information” means any information disclosed, made available, or otherwise provided by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder or in connection herewith. Confidential Information does not include information that is (i) publicly available at the time of disclosure by the Disclosing Party or becomes so other than by acts of the Receiving Party, (ii) received by the Receiving Party from a third party where the third party is not in breach of a duty not to disclose such information, (iii) or independently developed by one Party without reference to the information of the other Party.
2. Duty to Keep Confidential. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose except to carry out the intent of this Agreement or reproduce or disclose, in whole or in part, the Confidential Information of the Disclosing Party to any third party, except to officers, directors, and employees of the Receiving Party who have a reasonable need to know the Confidential Information and who will have undertaken to treat the Confidential Information in accordance with the provisions of this section. The Receiving Party agrees that it will safeguard the Confidential Information of the Disclosing Party from disclosure in accordance with this Agreement, using no less than a commercially reasonable standard of care. The confidentiality obligations set forth in this section survive the expiration or termination of this Agreement.
3. Notification of Unauthorized Access. In the event that either Party learns that a person or entity has gained unauthorized access to other Party’s Confidential Information, such Party shall immediately notify in writing the Party whose Confidential Information has been so compromised, providing the full particulars of such access or disclosure.
4. Injunctive Relief. In the event of an actual or threatened breach of the provisions of this section by either Party, the other Party will be entitled to immediate and injunctive and other equitable relief, without the necessity of showing actual monetary damages.

Term
This Agreement is effective as of the date the Integration Partner has signed up on the App Store. The term of this Agreement will continue in full force and effect for a term of one (1) year thereafter unless earlier terminated in accordance with section "Termination". The term of this Agreement will automatically renew for successive twelve (12) month periods unless either Party provides a written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the applicable term.

Termination

1. Either Party may terminate this Agreement at any time if :
   1. the other Party breaches any of the provisions of this Agreement and fails to cure such breach within thirty (30) days of its receipt of notice thereof of the non-breaching party; or 
   2. the other Party fails to pay its debts or perform its obligations in the ordinary course of business as they mature; or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, or assignment or composition for the benefit of credits. 

Limitation of Liability
In no event will Visma be liable to the Integration Partner for direct, consequential, special, indirect, incidental, punitive, or exemplary damages, costs, expenses, or losses (including without limitation, lost profits and opportunity costs) arising out of the performance of the other party’s obligations under this agreement. The provisions of this section apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or extra-contractual liability or otherwise.

Indemnification
Each Party agrees to indemnify, defend and hold harmless the other Party, its employees, members, directors, managers, and officers from and against any loss, liability, damage, penalty, or expense including attorneys’ fees and costs of defense they may suffer or incur as a result of (i) any failure by the Party or any employee, agent or affiliate of such Party to comply with the terms of this Agreement; (ii) any warranty or representation made by the Party being false or misleading; (iii) any representation or warranty made by the Party or any agent or representative of the Party to any third person other than as specifically authorized by this Agreement and the API Terms of Use; (iv) negligence of the Party or its agents or employees; or (iii) any alleged or actual violations by the Party or its employees or agents of any governmental laws, regulations or rules.

Relationship of the Parties 
The relationship created by this Agreement is one of the independent contractors, and nothing in this Agreement constitutes the parties as joint venturers, partners, employees, or agents of each other. Neither Party has authority, by a contractor or otherwise, to create any obligations for the other; under no circumstances will either Party represent to the contrary, either expressly, implicitly, by appearance, or otherwise.

Notices and evaluation
Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be sent by email.

Governing Law
The Parties agree that the construction, validity, interpretation, and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the Netherlands. Any legal proceedings in relation to this Agreement shall be exclusively settled by the competent court in Amsterdam, the Netherlands. 

Assignment 
This Agreement may not be transferred, delegated, subcontracted, or assigned in whole or in part by either Party without the prior written consent of the other Party; provided however that either Party may assign this Agreement and its rights hereunder to any parent, subsidiary or other affiliated corporation of such party and/or to a purchaser of any assets or equity of such other Party.

Amendments
No provision of this Agreement may be amended, modified, or waived except by a written agreement signed by both Parties.

Compliance
Each of the Parties agrees to comply with all applicable laws, rules, and regulations in performing its duties hereunder, including but not limited to any anti-spam, privacy, and telemarketing laws and regulations.