Kitnera Connect™ Application Partner Agreement
ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOU BY CLICKING THE "I AGREE" BUTTON DISPLAYED HEREWITH. YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT GOVERNING THE KINTERA CONNECT™ APPLICATION PARTNER BEFORE CLICKING "I AGREE." BY CLICKING "I AGREE" YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO ENTER INTO AGREEMENT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN YOU MUST CLICK "I DECLINE" AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE KINTERA CONNECT™ APPLICATION PARTNER PROGRAM.
This Kintera Connect™ Application Partner Agreement ("Agreement") is entered into as of the date that this Agreement is accepted by Kintera as set forth below after you (hereafter referred to as "you" or "Connect Partner") click "I Agree." This Agreement is between Connect Partner and Kintera Inc., a Delaware corporation ("Kintera"), with its headquarters located at 9605 Scranton Road, California 92121.
WHEREAS, Kintera through its Kintera Sphere® software as a service platform provides a comprehensive solution for non-profits; and
WHEREAS, the Parties desire to work with each other to make the Kintera Application (as defined in Attachment "A") accessible to Connect Partner and to permit Connect Partner to integrate its existing application and/or develop applications (collectively, the "Partner Application") that integrate with the Kintera Application, in accordance with these terms and conditions, in order to offer customers and potential customers a more integrated solution; and
WHEREAS, Connect Partner desires to have Kintera verify the Partner Application through Kintera's Connect Partner Application Verification Program. Further, Connect Partner may desire to become a "Referral Partner" of Kintera pursuant to the Kintera Referral Partner Program.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and conditions contained in this Agreement, the Parties agree as follows: Capitalized terms not otherwise defined herein shall have the definitions set forth in Attachment "A."
1. Connect Partner License And Reservations Of Rights.
1.1 Authorization to Use Kintera Application. Subject to the terms and conditions of this Agreement, Kintera hereby grants to Connect Partner, and its Authorized Agents only, the worldwide, nonexclusive, nontransferable, nonsublicensable and terminable right (terminable solely in accordance with the express terms of this Agreement) to access and use the Kintera Application solely for its development efforts, as reasonably necessary to modify the Partner Application in order to communicate with Kintera Sphere® software, for the sole purpose of providing such modified Partner Application to its customers that also have a license from Kintera to the Kintera Sphere® software. For avoidance of doubt, the foregoing right shall categorically exclude any access to and/or use of any of Kintera's source-code, including, but not limited to, the Kintera Application or Kintera Sphere® software source-code, and Connect Partner shall have no right to use the Kintera Application functionality for any other purpose, including without limitation, Connect Partner's regular business operations other than for its development of such a modified Partner Application, unless Connect Partner separately executes a separate Kintera license agreement for use of the Kintera Application or Kintera Sphere® software. Except as provided in this Agreement, the license granted in this Section 1.1 to Connect Partner does not convey any rights in the Kintera Application, express or implied, or ownership in the Kintera Application or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Kintera.
1.2. Development Account. Subject to the terms and conditions of this Agreement, Kintera grants Connect Partner during the term of this Agreement a worldwide, non-exclusive, non-transferable and terminable license (terminable solely in accordance with the express terms of this Agreement) to use and display content for one (1) demonstration account of the Kintera Sphere® software solely for demonstration purposes in order to promote and sell the Partner Application to existing and prospective customers ("Development Account"), provided such use is not for include service bureau use, outsourcing, renting or time-sharing the Kintera Sphere® software to or for any such customer or prospective customer. The rights granted to Connect Partner in this Section 1.2 are provided on the condition that Connect Partner does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Kintera Sphere® software or any part of the Kintera Application or otherwise attempt to discover any source code, modify the Kintera Application or the Kintera Sphere® software or use unauthorized modified versions of the Kintera Application or the Kintera Sphere® software, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Kintera Application or the Kintera Sphere® software. Except as provided in this Agreement, the license granted in this Section 1.2 to Connect Partner does not convey any rights in the Kintera Application or the Kintera Sphere® software, express or implied, or ownership in the Kintera Application or the Kintera Sphere® software or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Kintera.
1.3. License for Documentation. Subject to the terms and conditions set forth in this Agreement, Kintera hereby grants to Connect Partner and its Authorized Agents, a worldwide, non-exclusive, non-transferable license during the term of this Agreement solely to use Kintera's Documentation in order to integrate the Partner Application as described in Section 1.1. Connect Partner shall not reprint, distribute or embed this content in any form whatsoever without the prior written consent of Kintera.
1.4. Trademark. Kintera, the Kintera logo, Kintera Sphere, Kintera Connect and other marks of Kintera used on or with the Kintera Connect Partner program and website are trademarks or service marks of Kintera and may not be used in any manner without Kintera's express prior written consent. You may include "for Kintera Sphere" in the name of the Partner Application.
1.5. Intellectual Property Ownership.
1.5.1. Connect Partner Rights. Notwithstanding anything to the contrary in this Agreement, Kintera acknowledges and agrees that Connect Partner is the exclusive owner of all right, title and interest in and to all patent rights, copyrights, trademarks, know-how, trade secrets, inventions, ideas, systems, programs, software, source code, modules, applications, documentation, including written or electronic reports, analysis or other working papers, and other work product developed, prepared or designed by Connect Partner in connection with the Partner Application and all other intellectual property rights inherent in and appurtenant to the Partner Application, including, but not limited to, requests, feedback, recommendations provided by any Person. For avoidance of doubt, Connect Partner shall own any application (or tool) developed by Connect Partner to connect with the Kintera Application.
1.5.2. Kintera Rights. Notwithstanding anything to the contrary in this Agreement, Connect Partner acknowledges and agrees that Kintera is the exclusive owner of all right, title and interest in and to all patent rights, copyrights, trademarks, know-how, trade secrets, inventions, ideas, systems, programs, software, source code, modules, applications, documentation, including written or electronic reports, analysis or other working papers, and other work product developed, prepared or designed by Kintera in connection with the Kintera Application and all other intellectual property rights inherent in and appurtenant to the Kintera Application, including, but not limited to, requests, feedback, recommendations
2. Connect Partner Program.
2.1. License Fees. Upon acceptance of this Agreement in accordance with Section 4.1, Connect Partner shall be granted the license to use and access the Kintera Application, the Kintera Documentation, and may be provided a Connect Partner Development Account as provided in Section 1.2 of this Agreement and subject to the terms and conditions of this Agreement. There is currently no charge for Connect Partner licenses and no annual fee to maintain such licenses. Kintera reserves the right to charge a fee or otherwise modify its pricing structure at its sole discretion.
2.2. Account Information and Data.
2.2.1 Connect Partner shall be solely responsible for the accuracy, completeness, quality, legal right to use or posses, appropriateness and reliability of all information provided by Connect Partner to Kintera. Kintera is not responsible for the correction, damage, destruction, loss, or failure to store any User Data caused by Connect Partner or the Partner Application. Connect Partner shall notify Kintera as soon as practicable of any unauthorized use of any password or account or any other breach or suspected breach of security.
2.2.2 "User Data" means electronic data or information submitted by Kintera customers or their users, donors and/or constituents into Kintera's system, including without limitation the Kintera Application. To the extent your applications access or transmit User Data outside of Kintera's system, you represent and warrant that you have obtained consent from such Kintera customer and notified all users who have access to User Data through your applications, or will notify them prior to their use of your applications, that their User Data will be transmitted outside of Kintera's system and to that extent Kintera is not responsible for the privacy, security or integrity of that User Data. You further represent and warrant that to the extent your applications store, process or transmit User Data, neither you nor your applications will, without appropriate prior user consent or except to the extent required by applicable law, (a) modify the content of User Data in a manner that adversely affects the integrity of that User Data, (b) disclose User Data to any third party, (c) use User Data for any purpose other than providing application functionality to users of your applications, or (d) use or access the User Data in violation of any laws, rules or regulations in effect from time to time, including without limitation any regulations set forth by the Payment Card Industry (or PCI). You shall also maintain and handle all User Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations.
2.3. Referrals. In the event that Connect Partner is interested in having Kintera refer potential customers to Connect Partner, Connect Partner shall execute a formal Referral Agreement.
2.4. Customers' Use of Partner Application. Connect Partner acknowledges and agrees that no customer of Connect Partner or other third party may access the Kintera Application in connection with the use of the Partner Application (or otherwise) without such customer or third party having executed a written agreement with Kintera (with Kintera's standard terms and conditions(the "Kintera Customer Contract")) to use the Kintera Application. Connect Partner represents and warrants that neither Connect Partner nor the Partner Application will (a) cause the user of the Partner Application (including without limitation, such customer or third party) to breach any terms or conditions of the Kintera Customer Contract, or (b) cause a breach of this Agreement.
3. Confidentiality.
3.1. Mutual Obligations. Each Party shall take all reasonable steps to assure that any material or information considered by either Party to be confidential which has or will come into the possession or knowledge of each in connection with this Agreement, whether transmitted prior to or after the Effective Date, shall not be disclosed to others, in whole or in part, without the prior written permission of the other Party, and shall be used solely for the purpose for which such material or information was provided and for no other purpose whatsoever. Kintera and Connect Partner consider information to be confidential if it is software, related documentation, a trade secret or proprietary information which relates to either of the Parties' past, present and future research, development and business activities, and which is information either identified as being Confidential Information or which is information that a reasonable business person would understand to be Confidential Information. Examples of Confidential Information include, but are not limited to, the terms and conditions of this Agreement and a Party's customer lists, pricing policies, market analyses, market projections, consulting and sales methods and techniques, expansion plans, programs, program decks, routines, subroutines, operating systems, object and source codes, updates thereto and related items, including, but not limited to, specifications, layout, charts and other like materials and documents, together with all information, data and know-how, technical or otherwise, included therein, manuals, printouts, notes and annotations on disks, diskettes, tapes or cassettes, both master and duplicates. (All such information described in this Section 3.1 shall be considered "Confidential Information").
3.2. Exceptions. Neither Party will have any obligation to maintain the confidentiality of any data or information which (a) was in receiving Party's lawful possession prior to the submission thereof by the other Party, (b) is later lawfully made available to the receiving Party by a third party having no obligation of secrecy to the other Party, (c) is independently developed by the receiving Party without the use of any Confidential Information of the other Party, (d) is or later becomes available to the public through no act or failure to act by the receiving Party, or (e) is required to be disclosed by a governmental agency or by a proper order of a court of competent jurisdiction; provided, however, that the receiving Party will use commercially reasonable efforts to limit such disclosure and will consult with and cooperate with the disclosing Party's efforts to obtain a protective order prior to disclosure.
3.3. Return of Information. The recipient Party shall promptly return such confidential and/or proprietary information to the Party providing the information upon the providing Party's request. 3.4. Independent Contractors. Connect Partner may utilize the services of independent contractors who may necessarily gain access to Kintera's Confidential Information in the course of providing services to Connect Partner. As a condition of each independent contractor's access to Kintera's Confidential Information, the independent contractor shall execute an agreement with Connect Partner covering the Confidential Information with confidentiality and use obligations at least as restrictive as those contained herein.
4. Term, Termination, and Suspension.
4.1. Acceptance; Term of Agreement. Kintera may accept this Agreement within 10 days following the date that you click "I Agree." If you are accepted as a Connect Partner, you will be notified at the email address you provided, otherwise, you will not be eligible to participate in the Kintera Connect Application Partner Program. The term of this Agreement commences on the date of Kintera's acceptance (the "Effective Date") and continues until this agreement is terminated. .
4.2. Termination. You may terminate this Agreement with or without cause upon 15 days' written notice to us. Kintera may terminate this Agreement or license granted hereunder (a) upon 30 days' notice in the event of your material breach which is not cured during that period, (b) upon written notice to you if you become the subject of a petition in bankruptcy or other proceeding relating to insolvency, or make an assignment for the benefit of creditors, or (c) upon written notice to you if you are acquired by one of Kintera's competitors.
4.3 Suspension. Kintera reserves the right to suspend without notice Connect Partner’s access to the Kintera Application and/or the Development Account and/or the licenses granted under this Agreement for Connect Partner’s material violations of this Agreement, unlawful activity, violation of Kintera’s Acceptable Use Policy ( http://www.kinterainc.com/eua/aupolicy ) and/or Connect Partner’s activities which are in Kintera’s sole discretion causing harm to Kintera and/or the Kintera Application.
5. Notices. The Parties agree that all notices relating to termination, breach, and other similar material provisions of this Agreement shall delivered as provided by this Section 5. Any notices may be delivered to Kintera by directing them to CONNECT@Kintera.com and may be delivered to Connect Partner at the Connect Partner's contact information as provided to Kintera. Any Party may, from time to time, by written notice to the other Party, designate a different address, which shall be substituted for the one specified in this Section5.
6. General Representations and Warranties; Limitations.
6.1. Representations and Warranties. Both Parties hereby represent and warrant to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its domicile and is in good standing in each other jurisdiction in which such qualification is required by law; (b) it has power and authority to transact the business it transacts and proposes to transact and to execute and deliver this Agreement and to perform its obligations under this Agreement; (c) it has such right, title and interest in and to its respective Application; and (d) it shall exercise commercially reasonable efforts to competently serve any and all customers that subscribe for access to, and use of, such party's respective application.
6.2 Warranty Disclaimer. Kintera makes no warranty or guarantee regarding:
a. any benefits or services that Kintera provides to you as a Kintera Connect Application Partner. In particular, Kintera does not warrant or guarantee that those services and benefits will increase your sales:
b. the Kintera Application or application programming interface, including but not limited to their performance, functionality, quality or availability.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 OF THIS AGREEMENT, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
7. Limitation of Liability. EXCEPT FOR THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS IN SECTION 8, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR THE PARTIES' BREACH OF SECTION 3 OR THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS IN SECTION 8, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF THE FEES PAID FROM CONNECT PARTNER TO KINTERA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
8. Indemnification.
8.1. Kintera's Indemnification of Connect Partner. Kintera agrees that it will, at its own expense, defend, indemnify and hold Connect Partner harmless from and against all actions, proceedings, claims, demands, damages, costs, and expenses, including attorneys' fees and costs (whether by settlement or award of damages made against Connect Partner by a final judicial judgment), by or due to any third party with respect to the infringement or alleged infringement of any United States patent, trademark, copyright, trade secret or other proprietary right which may be involved in its provision of the Kintera Application or relating to any license granted by Kintera hereunder ("Claim").
8.2. Connect Partner's Indemnification of Kintera. Connect Partner shall indemnify, defend and hold Kintera, its officers, directors, employees, agents, attorneys, affiliates and subsidiaries and their successors and assigns harmless from any loss, claim, damage, cost or expense, including but not limited to reasonable attorneys' fees and costs, that are incurred as a result of third party claims against Kintera arising out of or related to Connect Partner's (a) infringement of any third party's rights and related to the development, maintenance, and or sale of the Partner Application (b) breach of the section 2.2.2 (User Data).
8.3. Procedure. The Party which has received a Claim from a third-party ("Indemnified Party") shall give the Indemnifying Party prompt written notice of any Claim which shall (a) permit the Indemnifying Party to defend the same and give the Indemnifying Party all reasonably available information, assistance and authority in connection therewith and (b) give the Indemnifying Party control over the defense of such Claim, including appeals, and of all negotiations therefore, including the right to effect the settlement or compromise thereof.
9. Compliance with Laws. Kintera and Connect Partner mutually agree that each will comply with all current federal, state or local laws, ordinances, regulations, rules, decisions, orders or requirements adopted from time to time applicable to the Kintera Application, the Partner Application any licenses granted to Connect Partner under this Agreement, or otherwise in connection with Kintera's performance of its obligations under this Agreement.
10. Publicity and Advertising.
10.1. Press Release. You acknowledge and agree that Kintera may list you on its website in Kintera's Connect Application Partner Directory along with or without a brief description of your company/business, the Partner Application and a link to your website all as provided by you and as accepted by Kintera. Neither Party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written consent of the other Party (which may be obtained via email), provided this section shall not in any way restrict either Party from complying with any law, court order, regulation or other governmental demand or request for information.
11. Miscellaneous Provisions of this Agreement.
11.1. Relationship of the Parties. The relationship of the Parties is not that of master and servant but of independent contractors.
11.2. No Third Party Beneficiary. Connect Partner and Kintera hereby agree that the duties, obligations, and terms and conditions of this Agreement are provided for the sole benefit of the Parties hereto and are not rendered for the benefit of any Person other than the Parties, without the prior written consent of the other Party. The Parties do not wish to create any third party beneficiaries hereunder.
11.3. Non-Waiver. No term or provisions hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach of the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
11.4. Survival. Sections 1.5, 2.2, 3, 7, 8, and 11 of this Agreement shall survive expiration or termination of this Agreement.
11.5. Assignment and Delegation. The Parties shall not assign or otherwise transfer its rights or interest in this Agreement without the other Parties written consent, except either Party may assign this Agreement to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets without the other Party's consent, unless Connect Partner is assigning its rights or interest in this Agreement to a competitor of Kintera, in which case, Kintera may terminate this Agreement.
11.6. Force Majeure. Either Party shall be excused from failures or delays in delivery or performance hereunder if such failure or delay is attributable to causes beyond the reasonable control of the Party, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities or criminal acts of third parties, which makes such performance or delivery commercially impractical. In the event of any such delay, the time of delivery or performance and time of payment shall be extended for a period of time equal to the time lost by reason of such delay (unless otherwise specified in writing between the parties hereto). In no event, however, will either Party be excused from a delay of more than thirty (30) days in the time schedules set forth herein. In the event of a delay in delivery beyond such 30-day period, either Party may terminate this Agreement with no penalty and with full refund of any amount previously paid for the portion terminated, and no further obligations shall remain on the part of either party thereunder.
11.7 Reserved
11.8. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts located in counties of San Diego, California, and waive any contention that any such court is an improper venue for enforcement of this Agreement.
11.9. Additional Terms of Service. Kintera reserves the right to add or modify the terms of this Agreement or the terms of service, by posting a revised agreement containing such additions and/or changes ("Changes"). Kintera shall provide Connect Partner notice of such Changes, and such Changes will become binding on Connect Partner (and incorporated hereby by reference) upon Kintera's publishing such terms on its website; provided that Connect Partner has not notified Kintera in writing of its disagreement with any Changes within thirty (30) days after such publication. If Connect Partner disagrees with any Changes, Connect Partner's sole remedy is to terminate this Agreement in accordance with Section 4.2.
11.10. Misc.; Entire Agreement. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and us, notwithstanding its use of the term "partner." This Agreement and the attached exhibits constitute the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior negotiations, discussions, undertakings and agreements between the Parties. The Parties agree that this Agreement is the result of careful negotiations between sophisticated parties and thus any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement, shall not apply to the terms and conditions of this Agreement. If any of the provisions of this Agreement are declared to be invalid, such provisions shall be severed from this Agreement and the other provisions hereof shall remain in full force and effect. The terms of this Agreement may be modified only in a writing signed by authorized representatives of Connect Partner and Kintera.
CERTAIN DEFINITIONS - ATTACHMENT "A"
"Authorized Agent" shall mean any wholly owned subsidiary of Connect Partner, and/or any and all subcontractors hired by Connect Partner to integrate the Partner Application using WebServices protocols with the Kintera Application and who are subject to covenants of confidentiality with the Connect Partner at least as restrictive as those contained in this Agreement.
"Documentation" shall mean any and all User Guides, Getting Started Guides, web services guides, web services record guides, and/or other documentation specifically related to the application programming interface (the "Kintera Connect APIs") provided by Kintera to partners in conjunction with the Connect Program and listed under Connect Partner Program portion of Kintera's website.
"Kintera" has the meaning set forth in the preface of this Agreement.
"Kintera Application" shall mean the software provided by Kintera pursuant to this Agreement, consisting of the Kintera Connect APIs and other software and tools that allows software applications to communicate with Kintera Sphere® software, but excluding Kintera Sphere® software itself, and updates, modifications, bug fixes, upgrades, enhancements and new versions of such API and other software and tools.
"Kintera Documentation" shall mean any and all User Guides, Getting Started Guides, Kintera Web Services Platform Guide, Kintera Web Services Record Guide, MS .NET Sample Application, Java Sample Application. WSDL and/or any other documentation provided by Kintera to Connect Partner.
"Party" or "Parties" shall mean Kintera and/or Connect Partner.
"Person" means an individual, a proprietorship, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any other business enterprise.
CONNECT PARTNER ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS, AND THE PERSON CLICKING "I AGREE" ON BEHALF OF CONNECT PARTNER HAS BEEN AUTHORIZED TO DO SO. CONNECT PARTER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
