Blackbaud 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 BLACKBAUD APPLICATION™ 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 BLACKBAUD CONNECT™ APPLICATION PARTNER PROGRAM.
This Blackbaud Connect™ Application Partner Agreement ("Agreement") is entered into as of the date that this Agreement is accepted by Blackbaud as set forth below after you (hereafter referred to as “you” or "Application Partner") click "I Agree." This Agreement is between Application Partner and Blackbaud Inc., a Delaware corporation ("Blackbaud"), with its headquarters located at 2000 Daniel Island Drive, Charleston, SC, 29492-7541.
WHEREAS, Blackbaud through its Infinity software platform in conjunction with its Blackbaud NetCommunities software, eTapestry software and Sphere® software as a service platform provides comprehensive solutions for non-profits; and
WHEREAS, the Parties desire to work with each other to make the specific Blackbaud Application (as defined in Attachment “A”) which has been selected by client via the Blackbaud Application registration website accessible to Application Partner and to permit Application Partner to integrate its existing application and/or develop applications (collectively, the “Partner Application”) that integrate with the Blackbaud Application, in accordance with these terms and conditions, in order to offer customers and potential customers a more integrated solution; and
WHEREAS, Application Partner desires to have Blackbaud verify the Partner Application through Blackbaud’s Application Partner Application Verification Program. Further, Application Partner may desire to become a “Referral Partner” of Blackbaud pursuant to the Blackbaud 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. Application Partner License And Reservations Of Rights.
1.1 Authorization to Use Blackbaud Application. Subject to the terms and conditions of this Agreement, Blackbaud hereby grants to Application Partner, and its Authorized Agents only, the worldwide, non-exclusive, nontransferable, nonsublicensable and terminable right (terminable solely in accordance with the express terms of this Agreement) to access and use the Blackbaud Application solely for its development efforts, as reasonably necessary to modify the Partner Application in order to communicate with corresponding Blackbaud software (the “Blackbaud Software”), for the sole purpose of providing such modified Partner Application to its customers that also have a license from Blackbaud to the Blackbaud software. For avoidance of doubt, the foregoing right shall categorically exclude any access to and/or use of any of Blackbaud's source-code, including, but not limited to, the Blackbaud Application or Blackbaud software source-code, and Application Partner shall have no right to use the Blackbaud Application functionality for any other purpose, including without limitation, Application Partner's regular business operations other than for its development of such a modified Partner Application, unless Application Partner separately executes a separate Blackbaud license agreement for use of the Blackbaud Application or Blackbaud software. Except as provided in this Agreement, the license granted in this Section 1.1 to Application Partner does not convey any rights in the Blackbaud Application, express or implied, or ownership in the Blackbaud Application or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Blackbaud.
1.2. Development Account. Subject to the terms and conditions of this Agreement, Blackbaud grants Application 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 Blackbaud 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 Blackbaud software to or for any such customer or prospective customer. The rights granted to Application Partner in this Section 1.2 are provided on the condition that Application 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 Blackbaud software or any part of the Blackbaud Application or otherwise attempt to discover any source code, modify the Blackbaud Application or the Blackbaud software or use unauthorized modified versions of the Blackbaud Application or the Blackbaud 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 Blackbaud Application or the Blackbaud software. Except as provided in this Agreement, the license granted in this Section 1.2 to Application Partner does not convey any rights in the Blackbaud Application or the Blackbaud software, express or implied, or ownership in the Blackbaud Application or the Blackbaud software or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Blackbaud.
1.3. License for Documentation. Subject to the terms and conditions set forth in this Agreement, Blackbaud hereby grants to Application Partner and its Authorized Agents, a worldwide, non-exclusive, non-transferable license during the term of this Agreement solely to use Blackbaud's Documentation in order to integrate the Partner Application as described in Section 1.1. Application Partner shall not reprint, distribute or embed this content in any form whatsoever without the prior written consent of Blackbaud.
1.4. Trademark. Blackbaud®, the Blackbaud logo, Raiser’s Edge, Infinitiy NetcommunitiesSphere, eTapestry, Target, Blackbaud Connect and other marks of Blackbaud used on or with the Blackbaud Application Partner program and website are trademarks or service marks of Blackbaud and may not be used in any manner without Blackbaud’s express prior written consent. You may include “for Blackbaud Sphere” or for “Blackbaud NetCommunities,” or for Blackbaud Raiser’sEdge” or “for Blackbaud eTaopestry” or “for Blackbaud Infiinity” as appropriate, in the name of the Partner Application.
1.5. Intellectual Property Ownership.
1.5.1. Application Partner Rights. Notwithstanding anything to the contrary in this Agreement, Blackbaud acknowledges and agrees that Application 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 Application 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, Application Partner shall own any application (or tool) developed by Application Partner to connect with the Blackbaud Application.
1.5.2. Blackbaud Rights. Notwithstanding anything to the contrary in this Agreement, Application Partner acknowledges and agrees that Blackbaud 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 Blackbaud in connection with the Blackbaud Application and all other intellectual property rights inherent in and appurtenant to the Blackbaud Application, including, but not limited to, requests, feedback, recommendations
2. Application Partner Program.
2.1. License Fees. Upon acceptance of this Agreement in accordance with Section 4.1, Application Partner shall be granted the license to use and access the Blackbaud Application, the Blackbaud Documentation, and may be provided a Application 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 Application Partner licenses and no annual fee to maintain such licenses. Blackbaud 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 Application Partner shall be solely responsible for the accuracy, completeness, quality, legal right to use or posses, appropriateness and reliability of all information provided by Application Partner to Blackbaud. Blackbaud is not responsible for the correction, damage, destruction, loss, or failure to store any User Data caused by Application Partner or the Partner Application. Application Partner shall notify Blackbaud 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 Blackbaud customers or their users, donors and/or constituents into Blackbaud’s system, including without limitation the Blackbaud Application. To the extent your applications access or transmit User Data outside of Blackbaud’s system, you represent and warrant that you have obtained consent from such Blackbaud 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 Blackbaud’s system and to that extent Blackbaud 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 Application Partner is interested in having Blackbaud refer potential customers to Application Partner, Application Partner shall execute a formal Referral Agreement.
2.4. Customers’ Use of Partner Application. Application Partner acknowledges and agrees that no customer of Application Partner or other third party may access the Blackbaud Application in connection with the use of the Partner Application (or otherwise) without such customer or third party having executed a written agreement with Blackbaud (with Blackbaud’s standard terms and conditions(the “Blackbaud Customer Contract”)) to use the Blackbaud Application. Application Partner represents and warrants that neither Application 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 Blackbaud 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. Blackbaud and Application 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. Application Partner may utilize the services of independent contractors who may necessarily gain access to Blackbaud's Confidential Information in the course of providing services to Application Partner. As a condition of each independent contractor's access to Blackbaud's Confidential Information, the independent contractor shall execute an agreement with Application 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. Blackbaud may accept this Agreement within 10 days following the date that you click “I Agree.” If you are accepted as a Application Partner, you will be notified at the email address you provided, otherwise, you will not be eligible to participate in the Blackbaud Connect Application Partner Program. The term of this Agreement commences on the date of Blackbaud’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. Blackbaud 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 with or without cause, or (d) upon written notice to you if you are acquired by one of Blackbaud’s competitors.
4.3. Suspension. Blackbaud reserves the right to suspend without notice Application Partner's access to the Blackbaud Application and/or the Development Account and/or the licenses granted under this Agreement for Application Partner's material violations of this Agreement, unlawful activity, violation of Blackbaud’s Acceptable Use Policy http://www.blackbaud.com/aupolicy and/or Application Partner's activities which are in Blackbaud’s sole discretion causing harm to Blackbaud and/or the Blackbaud 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 Blackbaud by directing them to CONNECT@Blackbaud.com and may be delivered to Application Partner at the Application Partner's contact information as provided to Blackbaud. 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 Section 5.
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. Blackbaud makes no warranty or guarantee regarding:
a. any benefits or services that Blackbaud provides to you as a Blackbaud Connect Application Partner. In particular, Blackbaud does not warrant or guarantee that those services and benefits will increase your sales:
b. the Blackbaud 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 APPLICATION PARTNER TO BLACKBAUD 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. Blackbaud's Indemnification of Application Partner. Blackbaud agrees that it will, at its own expense, defend, indemnify and hold Application 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 Application 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 Blackbaud Application or relating to any license granted by Blackbaud hereunder ("Claim").
8.2. Application Partner's Indemnification of Blackbaud. Application Partner shall indemnify, defend and hold Blackbaud, 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 Blackbaud arising out of or related to Application 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. Blackbaud and Application 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 Blackbaud Application, the Partner Application any licenses granted to Application Partner under this Agreement, or otherwise in connection with Blackbaud's performance of its obligations under this Agreement.
10. Publicity and Advertising.
10.1. Press Release. You acknowledge and agree that Blackbaud may list you on its website in Blackbaud’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 Blackbaud. 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. Application Partner and Blackbaud 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 Application Partner is assigning its rights or interest in this Agreement to a competitor of Blackbaud, in which case, Blackbaud 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 South Carolina (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 the county of Charleston, South Carolina, and waive any contention that any such court is an improper venue for enforcement of this Agreement.
11.9. Additional Terms of Service. Blackbaud 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"). Blackbaud shall provide Application Partner notice of such Changes, and such Changes will become binding on Application Partner (and incorporated hereby by reference) upon Blackbaud’s publishing such terms on its website; provided that Application Partner has not notified Blackbaud in writing of its disagreement with any Changes within thirty (30) days after such publication. If Application Partner disagrees with any Changes, Application 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 Application Partner and Blackbaud.
CERTAIN DEFINITIONS - ATTACHMENT "A"
"Authorized Agent" shall mean any wholly owned subsidiary of Application Partner, and/or any and all subcontractors hired by Application Partner to integrate the Partner Application using WebServices protocols with the Blackbaud Application and who are subject to covenants of confidentiality with the Application Partner at least as restrictive as those contained in this Agreement.
"Blackbaud" has the meaning set forth in the preface of this Agreement.
"Blackbaud Application" shall mean the software provided by Blackbaud pursuant to this Agreement, consisting of the Blackbaud Application APIs and other software and tools that allows software applications to communicate with any of the Blackbaud Infinity platform, Blackbaud Sphere® software, Blackbaud eTapestry® software, Blackbaud NetCommunities® software, which has been specifically selected by Application Partner in connection with its registration on the Blackbaud Application registration website, but in each case specifically excluding the Blackbaud Infinity platform software itself, the Blackbaud Sphere® software itself, the Blackbaud eTapestry® Software, the Blackbaud NetCommunities® software itself, and updates, modifications, bug fixes, upgrades, enhancements and new versions of such API and other software and tools.
"Blackbaud Documentation" shall mean any and all User Guides, Getting Started Guides, Blackbaud Web Services Platform Guide, Blackbaud Web Services Record Guide, MS .NET Sample Application, Java Sample Application. WSDL and/or any other documentation provided by Blackbaud to Application Partner.
"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 “Blackbaud Application APIs”) provided by Blackbaud to partners in conjunction with the Connect Program and listed under Application Partner Program portion of Blackbaud’s website.
"Party" or "Parties" shall mean Blackbaud and/or Application 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.
APPLICATION 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 APPLICATION PARTNER HAS BEEN AUTHORIZED TO DO SO. APPLICATION PARTER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
(revised June 2009)
