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This Genie9 Partner Agreement (this "Agreement") is entered into as of the date
of submission (the "Effective Date") by and between Genie9 Software Corporation,
a Jordanian corporation ("Genie9"), and applicant party (the "Partner").
1. Partner Benefits. Provided that the Partner is in compliance
this Agreement, the Partner will be eligible to receive an array of benefits that
Genie9 may generally offer to all partners ("Benefits") from time to time during
the term of this Agreement. A description of the Benefits offered to all partners
is posted on Genie9's partner website. Genie9 may, at any time in its sole discretion,
amend or cancel any Benefits or the entire Benefits Program.
2. Warranty Disclaimer. ALL BENEFITS ARE PROVIDED TO THE
PARTNER "AS IS". GENIE9 MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY BENEFITS,
GENIE-SOFT PRODUCTS, OR SUPPORT PLANS, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
The Partner may not make any warranty or representation, express or implied, concerning
Genie9 Products to end users on behalf of Genie9. Genie9 warrants Genie9 Products
to end users only in accordance with the end user license agreements provided with
Genie9 Products.
3. Indemnification. Partner will defend, indemnify, and hold
Genie9 harmless from any and all claims, losses, damages, debts, settlements, costs,
attorneys' fees, expenses and liabilities of any type whatsoever (collectively,
"Claims") arising from or related to Partner's marketing or distribution of Genie9
Products or other actions or omissions of Partner or its employees and agents.
Genie9 will have the right to participate in or conduct the defense of such Claim
with counsel of its own choice. Genie9 will use reasonable effort to promptly
notify Partner of any such Claim. No settlement of a Claim will be binding
on Genie9 without Genie9's prior written consent.
4. Termination. This Agreement will begin on the Effective
Date and will continue until terminated under this Section. Either party may
terminate this Agreement for convenience at any time by giving sixty (60) days written
notice to the other party. Either party may terminate this Agreement for cause
by immediately providing written notice of termination upon the occurrence of any
of the following events: (i) if the other ceases to do business, or otherwise
terminates its business operations; or (ii) if the other party materially breaches
any material provision of this Agreement and fails to fully cure such breach within
30 days of written notice thereof. Sections 2-8 will survive any termination
of this Agreement.
5. Confidentiality. Genie9 may from time to time during
the term of this Agreement disclose to Partner certain information regarding Genie9's
business and products, including technical, marketing, financial, employee, planning,
and other confidential or proprietary information ("Confidential Information").
Partner will not use any Confidential Information for any purpose not expressly
permitted by Genie9, and will disclose the Confidential Information only to the
employees or contractors of Partner who have a need to know such Confidential Information
for purposes of this Agreement and who are under a duty of confidentiality no less
restrictive than Partner's duty hereunder. Partner will protect the Confidential
Information from unauthorized use, access, or disclosure in the same manner as Partner
protects its own confidential or proprietary information of a similar nature and
with no less than reasonable care. Partner's obligations under this Section
with respect to any Confidential Information will terminate if such information
was already known to Partner at the time of disclosure by Genie9, or through no
fault of Partner has become, generally available to the public. In addition,
Partner may disclose Confidential Information to the extent necessary to comply
with a valid court order, provided that Partner notifies Genie9 of such required
disclosure promptly and in writing and cooperates with Genie9, in any lawful action
to contest or limit the scope of such required disclosure. Partner will either,
at Genie9's option, return to Genie9 or destroy all Confidential Information in
Partner's possession or control promptly upon the written request of Genie9 or the
expiration or termination of this Agreement, whichever comes first.
6. Limitation on Liability . IN NO EVENT WILL GENIE_SOFT
BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, THE BENEFITS,
GENIE_SOFT PRODUCTS, OR SUPPORT PLANS, EVEN IF GENIE_SOFT KNEW OR SHOULD HAVE KNOWN
OF THE POSSIBILITY OF, SUCH DAMAGES. GENIE_SOFT'S TOTAL LIABILITY ARISING
FROM OR RELATING TO THIS AGREEMENT, THE BENEFITS, GENIE_SOFT PRODUCTS, OR SUPPORT
PLANS, WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, OR ANY OTHER LEGAL THEORY,
WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF ONE OR MORE CLAIMS
WILL NOT ENLARGE THE LIMIT.
7. General
a. Partner will not disclose the terms of this Agreement to any third party, without
the prior written consent of Genie9. Genie9 may identify Partner as a partner
in Genie9 advertising and marketing materials.
b. Partner will comply with all applicable laws and regulations with regard to its
marketing, sales, and distribution of any Genie9 Product, including any applicable
import and export laws and regulations. Partner agrees that it will not export
or re-export any Genie9 Product in any form in violation of the export or import
laws of the United States or any foreign jurisdiction.
c. This Agreement will be construed and enforced in accordance with the laws of
the State of California without regard to conflicts of law principles that would
require the application of the laws of any other state. Any action or proceeding
arising from or relating to this Agreement must be brought in a federal court in
the Northern District of California or in state court in Contra Costa County , California
, and each party irrevocably waives any objection to the jurisdiction and venue
of any such court in any such action or proceeding.
d. All notices, consents, and approvals required by this Agreement must be in writing
and will be effective upon receipt by the receiving party at the address set forth
below.
e. Partner's relationship to Genie9 is that of an independent contractor, and neither
party is an agent or partner of the other. Distributor will not have, and
will not represent to any third party that it has, any authority to act on behalf
of Genie9.
f. All waivers must be in writing. Any waiver or failure to enforce any provision
of this Agreement on one occasion will not be deemed a waiver of any other provision
or of such provision on any other occasion.
g. If any provision of this Agreement is unenforceable, such provision will be changed
and interpreted to accomplish the objectives of such provision to the greatest extent
possible under applicable law and the remaining provisions will continue in full
force and effect.
h. This Agreement constitutes the entire agreement between the parties hereto pertaining
to the subject matter hereof and supersedes all previous communications, understandings,
representations or statements, whether oral or written. Any modifications
of this Agreement must be in writing and signed by authorized representatives of
both parties to this Agreement.
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