You and/or Partner agree that, unless Sonatype has provided its express written consent, Sonatype’s competitors, including anyone acting on their behalf, are strictly prohibited from accessing the Sonatype Partner Portal for any reason.
2.1. Access to the Sonatype Partner Portal. The Sonatype Partner Portal may be accessed and used by Partner’s Authorized Users, provided that (a) Partner remains responsible for compliance with these Terms by each Authorized User, and (b) any use of the Sonatype Partner Portal by each Authorized User is solely for Partner’s benefit. Each individual account for an Authorized User accessing the Sonatype Partner Portal through Partner’s account is referred to herein as a “User Account.”
2.2. Passwords. Each User Account is protected by a password selected by the Authorized User during registration. Each Authorized User is responsible for maintaining the confidentiality of his or her password, and a User Account may not be used without permission from its Authorized User. Sonatype is not responsible for any loss or damage arising from an Authorized User’s failure keep his or her password secure or confidential. Authorized Users must notify Sonatype of any unauthorized use of their password and any other breach of security, and Authorized Users must ensure that they exit their User Account at the end of each session.
2.3. Modifications to the Sonatype Partner Portal. Sonatype may update, modify, and/or stop (permanently or temporarily) providing the Sonatype Partner Portal (or any part thereof) and/or these Terms from time to time without prior notice to Partner, as determined by Sonatype in its sole discretion. Sonatype also retains the right to create limits on use and storage at its sole discretion at any time without prior notice to Partner. By continuing to access or use the Sonatype Partner Portal after any such updates or modifications become effective, Partner agrees to be bound by the revised Terms.
2.4. Proprietary Rights. The Sonatype Partner Portal contains proprietary and confidential information of Sonatype and its licensors that is protected by applicable United States and foreign laws and treaties. As between the parties, Partners acknowledges and agrees that the Sonatype Partner Portal and all intellectual property rights therein, are and will remain the sole property of Sonatype and its licensors, and no rights are granted to Partner under these Terms with respect to the Sonatype Partner Portal, or the intellectual property rights therein, other than the limited rights and licenses specified in these Terms. In addition, as between the parties, Sonatype and its licensors retain ownership of all proprietary rights in all copyrights, trade names, trademarks, service marks, logos, domain names, patents, rights of publicity, and any other proprietary rights associated with or displayed within the Sonatype Partner Portal, including any comments, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Partner or its Authorized Users relating thereto. Partner will not (and will not allow any Authorized User or third party to) remove any copyright or other proprietary or product identification notices contained in or displayed by the Sonatype Partner Portal or contained in any written material which may relate to the Sonatype Partner Portal. For purposes of these Terms, “Sonatype Partner Materials” means all data, software, information, content, in any form, made available to Partner through any medium (including the Sonatype Partner Portal), including but not limited to, customer lists, customer contact information, use guides, documentation, technical specifications, training materials, software, data, product information, product roadmaps, pricing, business strategies, financial information, partner tiers and discounting information, as well as any other content or material delivered or made available to Partner through the Sonatype Partner portal or otherwise. All references to the Sonatype Partner Portal throughout these Terms will be deemed to include the Sonatype Partner Materials.
Content and Data Security
3.1. Partner Content. When using the Sonatype Partner Portal, Partner and its Authorized Users may provide Sonatype with access to certain content owned by Partner, Authorized Users, and/or third parties (such as end customers and prospective end customers), including information, images, files, data, communications, text messages, audio messages, videos, graphics, sounds and other materials (collectively, the “Partner Content”). By using the Sonatype Partner Portal, Partner and its Authorized Users: (1) grant (and warrant and represent that such party has the right to grant) a non-exclusive, worldwide, royalty free, transferable, sub-licensable, perpetual, irrevocable license to Sonatype and its licensors to access, process, copy, display, transmit, distribute, store and otherwise use Partner Content in connection with the operation of the Sonatype Partner Portal, and (2) consent to the collection, use, transfer and processing of all Partner Content by Sonatype, its licensors and third-party service providers consistent with these Terms. In addition, Partner hereby warrants and agrees that: (i) it has properly obtained the appropriate level of consent required by law to disclose all Partner Content as contemplated by this Section 3.1; and (ii) Sonatype may use or disclose any or all of the Partner Content as contemplated by these Terms.
3.2. De-Identified Data. Partner also grants to Sonatype and its licensors the ongoing right to use and disclose any Partner Content in an anonymized, de-identified or aggregated form (including, without limitation, the number of records in the Sonatype Partner Portal, the number and types of transactions, configurations, and reports processed in the Sonatype Partner Portal, and the performance results for the Sonatype Partner Portal) (“De-Identified Data”), in order to, among other things, share best practices and other data insights with its customers and to otherwise improve the Sonatype Partner Portal, but only so long as the De-Identified Data is not individually identifiable.
3.3. Partner’s Responsibilities. Partner will not access or use the Services except as authorized in these Terms and as provided in all applicable laws and government regulations. Partner is responsible for its conduct and the conduct of its Authorized Users when using the Sonatype Partner Portal, even if any such conduct occurs without Partner’s knowledge or permission. Partner is also responsible for (i) any Partner Content submitted or contributed to the Sonatype Partner Portal by Partner or its Authorized Users, and (ii) the accuracy, content and legality of all Partner Content provided by Partner or its Authorized Users and data displayed, transmitted, distributed or stored by or on behalf of Partner and its Authorized Users when using the Sonatype Partner Portal. Partner is solely responsible for ensuring that Partner’s use of the Sonatype Partner Portal and all Partner Content provided by Partner or its Authorized Users complies with Partner’s own privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the export of technical or personal data. In the event that Sonatype determines that any Authorized User’s use of any of the Sonatype Partner Portal (i) breaches these Terms, (ii) threatens the security, integrity or availability of the Sonatype Partner Portal, or (iii) may adversely impact the Sonatype Partner Portal and its systems or content, Sonatype may, with immediate effect, suspend Partner’s and/or any Authorized User’s access to the Sonatype Partner Portal. Sonatype’s right to suspend Partner’s or any Authorized User’s right to access or use of the Sonatype partner Portal is in addition to Sonatype’s right to terminate this Agreement pursuant to Section 8.
3.4. Restrictions. Partner shall not at any time, directly or indirectly, and shall not permit any Authorized User to (i) copy, modify or create derivative works based on the Sonatype Partner Portal, (ii) assign, rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part or content of the Sonatype Partner Portal, (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Sonatype Partner Portal, in whole or in part, (iv) remove, alter or obscure any proprietary notices, labels or marks on any component or portion of the Sonatype Partner Portal, (v) interfere with or disrupt the integrity or performance of the Sonatype Partner Portal, (vi) gain or attempt to gain unauthorized access to the Sonatype Partner Portal, or their related systems or networks or otherwise circumvent any measures present in the Sonatype Partner Portal that regulate or in any other way limit access to or use or distribution of the content therein, (vii) access the Sonatype Partner Portal, or permit access to the Sonatype Partner Portal, for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or (viii) access the Sonatype Partner Portal in order to (a) build a competitive product, service or portal, or (b) copy any content, features, functions or graphics of the Sonatype Partner Portal.
Confidentiality. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each Party shall include these Terms as well as business and marketing plans, research, development, services, customers, customer lists, designs, drawings, technology and technical information, products, software, developments, inventions, processes, formulas, finances, and business processes of such Party; and Sonatype's Confidential Information shall include the Sonatype Partner Portal, including but not limited to, the Sonatype Partner Materials. However, Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event less than reasonable care) not to disclose any Confidential Information of the Disclosing Party or use it for any purpose outside the scope of this Agreement; and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms, who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein, and for whom the Receiving Party remains fully liable. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of any such disclosure (to the extent not legally prohibited) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Each Party acknowledges that the extent of damages in the event of any threatened or actual breach of this Section would be difficult or impossible to ascertain and that there would be available no adequate remedy at law in the event of any such breach. Each Party therefore agrees that, in the event it breaches this Section, the other Party will be entitled to seek specific performance and injunctive or other equitable relief, in addition to any other relief to which it may be entitled at law or in equity. Any such relief shall be in addition to and not in lieu of any relief in the form of monetary damages.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SONATYPE PARTNER PORTAL IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SONATYPE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ERROR-FREE, UNINTERRUPTED USE, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SONATYPE DOES NOT WARRANT THAT THE SONATYPE PARTNER PORTAL IS WITHOUT DEFECT OR ERROR OR THAT PARTNER’S ACCESS THERETO WILL BE UNINTERRUPTED. FURTHERMORE, THE SONATYPE PARTNER PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND SONATYPE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
LIMITATION OF LIABILITY. SONATYPE AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE HEREUNDER. PARTNER ACKNOWLEDGES THAT THE AMOUNT OF FEES PAYABLE BY PARTNER TO SONATYPE HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT SONATYPE WOULD NOT HAVE ENTERED INTO THESE TERMS WITHOUT THE LIMITATIONS ON LIABILITY CONTAINED IN THIS SECTION. THESE LIABILITY LIMITATIONS APPLY EVEN IF CONTRACTUAL REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
Partner Warranty. Partner represents, warrants and covenants that: (i) it will act in a professional and workmanlike manner; (ii) it will undertake all measures necessary to ensure that its activities hereunder conform to industry standards of professionalism and fair practices; and (iii) it shall comply with all applicable laws, rules, regulations and guidance (whether or not legally binding) of competent regulators in its use of the Sonatype Partner Portal, including without limitation all applicable data privacy laws and regulations.
8.1. Termination by Sonatype. Sonatype may terminate the Sonatype Partner Portal (or any part thereof) and these Terms, and/or suspend Partner’s account at any time and for any reason. Nothing in this Section shall affect Sonatype’s rights to change, limit, or stop the provision of the Sonatype Partner Portal without prior notice.
8.2. Termination by Partner. Partner may stop using the Sonatype Partner Portal and terminate these Terms at any time and for any reason by providing notice to Sonatype. Partner’s sole and exclusive remedy, and Sonatype’s sole and exclusive liability, for Sonatype’s breach of these Terms is for Partner to stop using the Sonatype Partner Portal and terminate these Terms as set forth above.
8.3. Effect of Termination. Upon termination by either party, Partner’s right to use the Sonatype Partner Portal will terminate, and Partner will cease, and will cause its Authorized Users to cease, any and all use of the Sonatype Partner Portal. Following termination, (i) Partner will immediately delete or return all Sonatype Confidential Information, including all Sonatype Partner Materials and (ii) unless otherwise required by applicable law, Partner will have no further access to any Partner Content stored using the Sonatype Partner Portal.
8.4. Survival. The following Sections will survive any termination of these Terms: 2.4 (Proprietary Rights), 3 (Content and Data Security), 4 (Confidentiality), 5 (Disclaimer), 6 (Limitation of Liability), 8.3 (Effect of Termination), 8.4 (Survival), and 9 (General Terms). Termination of these Terms, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby.
9.1. Third Party Websites. The Sonatype Partner Portal may contain links to other websites that Sonatype does not own or control. Sonatype is not responsible for any of these other websites. Partner will not hold Sonatype responsible for any aspect of these other websites, including their content, privacy policies, or anything else. Partner may be exposed to things on other websites that Partner does not like or that Partner finds offensive. Sonatype is not responsible for this, either. Partner must use its own discretion when it goes to other websites. Partner must also read and comply with the terms and conditions and privacy policies of these other websites.
9.2. Notice. Any notice required or permitted by these Terms shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (i) by personal delivery, when delivered personally; (ii) by overnight courier, upon written verification of receipt; or (iii) by certified or registered mail, return receipt requested, upon verification of receipt. Notices shall be sent to Partner at the address on file with Sonatype, and to Sonatype at 8161 Maple Lawn Boulevard, Suite 250, Fulton, MD 20759 USA, Attention: Legal Department. Either Party may designate a different address by providing written notice to the other Party.
9.3. Governing Law; Venue. The validity, construction and performance of these Terms shall be governed by and construed in accordance with the laws of the State of Maryland, USA, without regard to that jurisdiction's conflicts of laws or choice of law rules, and each Party agrees to submit to the exclusive jurisdiction of the State and Federal Courts located in the State of Maryland. The Parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
9.4. Relationship. The parties are independent contractors. There is no partnership, joint venture, employment or agency relationship between the parties created by these Terms. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Partner is not entitled to participate in any benefits provided by Sonatype including its pension plans, bonus, stock or similar benefits that Sonatype makes available for its employees. The rights granted to Partner hereunder are non-exclusive and nothing under these Terms shall be deemed to prohibit Sonatype from entering into any reseller, end-user license, partner, services or other agreement with any party anywhere in the world either during or after the term of this agreement.
9.5. Severability. In the event that any provision of these Terms is determined to be invalid or unenforceable by a body of competent jurisdiction, that provision will be limited or severed only as necessary to eliminate such invalidity or unenforceability, and the other provisions of these Terms will remain in full force and effect.
9.6. Government End Users. The Sonatype Partner Portal was developed fully at private expense. If Partner or an Authorized User is or becomes an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Sonatype Partner Portal (including the Sonatype Partner Materials) of any kind, including technical data and manuals, is restricted by a license agreement or by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All other use is prohibited.
9.7. Export Compliance. Partner shall comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions when performing its obligations and/or exercising its rights hereunder. Without limiting the foregoing, (i) Partner represents and warrants that neither it nor any of its officers or directors is identified on any U.S. government list of persons or entities prohibited from receiving exports from the United States or otherwise subject to sanctions, and no such sanctioned party has an interest in Partner, and (ii) Partner shall not permit the Sonatype Partner Portal (including the Sonatype Partner Materials) to be accessed or used in violation of any U.S. export and sanctions prohibition or restriction. Without limiting the generality of the foregoing, Partner will not, directly or indirectly, remove or export from the United States or allow the export, re-export, or transfer (in country) of any part of the Sonatype Partner Portal: (A) to any jurisdiction that is subject to comprehensive U.S. sanctions or any party ordinarily resident in such jurisdiction; (B) to any party identified on (or controlled by one or more parties identified on) any U.S. government restricted party list, including without limitation the U.S. Commerce Department’s Bureau of Industry and Security Denied Persons List, Entity List, and Unverified List or U.S. Treasury Department Office of Foreign Assets Control’s list of Specially Designated Nationals; (C) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (D) otherwise in violation of any export, sanctions import, or other trade restrictions, laws or regulations of any United States or applicable foreign governmental authority. In the event any activities contemplated by or undertaken in connection with these Terms and any other agreements and documents delivered or executed in connection herewith become unlawful under Sanctions Laws or involve any activity sanctionable under Sanctions Laws (a “Sanctions Event”), Sonatype may immediately suspend its performance obligations under these Terms and upon written notice to Partner and/or terminate this Agreement. “Sanctions Laws” mean the sanctions laws or regulations administered by the U.S. government (including the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury), the European Union or its member states, Her Majesty’s Treasury, the United Nations Security Council, or any other relevant sanctions authority.
9.8. Anti-Corruption. Partner hereby agrees that neither it nor any of its affiliates (including all of their respective employees, contractors, agents and representatives) have received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Sonatype’s employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Partner learns of any violation of the above restriction, Partner will use reasonable efforts to promptly notify Sonatype’s Legal Department at email@example.com.
9.9. No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms, and the Parties acknowledge that these Terms are intended solely for the benefit of the Parties, their successors and permitted assigns, and nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their permitted successors and assigns, any legal or equitable right whatsoever to enforce any provision of these Terms.
9.10. Force Majeure. Sonatype shall be excused from performance of its obligations under these Terms if such a failure to perform results from compliance with any requirement of applicable law or government order, acts of God, pandemic, epidemic, disease, fire, strike, embargo, terrorist attack, war, insurrection or riot, national or regional emergency, internet service provider failure or delay, denial of service or other causes beyond the reasonable control of Sonatype. Any delay resulting from any such cause shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
9.11. Waiver and Cumulative Remedies; Severability. No failure or delay by either Party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
9.12. Assignment. Neither Party will have the right to assign these Terms without the written consent of the other Party; provided, however, that Sonatype will have the right to assign these Terms to an Affiliate of Sonatype or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets of the business to which these Terms relates. Any assignment in violation of the foregoing provision shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.