Comm100 Integration Partner Program Agreement

THIS IS A LEGAL AGREEMENT BETWEEN COMM100 NETWORK CORPORATION ("COMM100" OR "WE"), A CANADIAN FEDERAL COMPANY, AND YOU AS AN INDIVIDUAL OR THE ENTITY WHICH YOU REPRESENT (“PARTNER” OR “YOU”). BY SIGNING UP FOR THE COMM100 INTEGRATION PARTNER PROGRAM, YOU ARE AGREEING THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH THIS AGREEMENT, AND THAT YOU ARE AUTHORIZED TO BIND THE ENTITY YOU REPRESENT.

  1. Welcome
    Welcome to Comm100 Integration Partner Program (the "Program"). By participating in this program, you are authorized to integrate one or more products offered by Comm100 (the “Comm100 Products”) with your own applications, websites, products or services (the “Offerings”) by using Comm100’s Application Programming Interfaces (the “APIs”).

  2. Program Benefits

    1. Partner List
      We may make reference to you in our partner list on the Comm100 website.

    2. Co-Branding
      Your logo will display on the Comm100 portal and Comm100 Live Chat windows of all the clients referred to Comm100 by you. The logo links to a landing page specifically created for your business. You are responsible for providing us with the logo and the web content as required. We reserve the right to resize your logo and to make any changes to the landing page.

    3. Integration
      You are authorized to integrate Comm100 Products with your own Offerings and provide them to the users of your Offerings (“Users”), so as to extend your business capability. Comm100 will make available to you the APIs and any corresponding reference materials (the “Comm100 API Documentation”).

  3. Use of Comm100 APIs

    1. User Terms and Conditions
      Partner agrees and acknowledges that Users’ access and use of the Comm100 Products is subject in all respects to the terms and conditions of use provided by Comm100 on its web page, as may be modified by Comm100 in its sole discretion from time to time (the “User Terms and Conditions”). The current User Terms and Conditions are at https://hosted.comm100.com/admin/help/Comm100-Agreement.htm. Partner hereby agrees to require all Users of the Offerings to agree to the User Terms and Conditions prior to permitting such users to access the Comm100 Products through the Offerings. Partner further agrees that, to the extent Partner uses the Comm100 Products on its own behalf or on behalf of its customers, Partner’s use shall be subject to the User Terms and Conditions in all respects.

    2. Privacy Policy
      Partner warrants that, in its operation of the Offerings, it will maintain and comply with a privacy policy at least as stringent as the Comm100 Privacy Policy as such Comm100 Privacy Policy may be amended from time to time. The current Comm100 Privacy Policy is available at http://www.comm100.com/privacy/. Further, if Partner has any login or other account information relating to a user’s account with Comm100, Partner shall only use such information for the purposes expressly authorized by the applicable user.

    3. Notification of Offering
      Partner agrees that it shall notify Comm100 (partner@comm100.com) when it commences each Offering using the APIs and upon its cessation of use of such Offering.

  4. License to Comm100 APIs

    1. License
      Comm100 hereby grants to Partner a restricted, non-exclusive, non-transferable, limited license to use and integrate the APIs into Partner’s Offerings for the sole purpose of developing the integration to the Offerings and allowing access to the Comm100 Products via the Offerings. Once integrated into the Offerings, access to the APIs may then be distributed to Partner’s customers, as an integrated part of the Offerings.

    2. Restrictions
      You may not access the APIs if you are a competitor of Comm100, except with Comm100’s prior written consent. Except as expressly provided herein, Partner has no other right to install, integrate, use, reproduce, sublicense or distribute APIs. Partner shall not modify, reverse engineer, decompile, or otherwise alter or attempt to gain access to the APIs or the Comm100 Products in a manner not in accordance with this Agreement. Partner shall not use or enable its customers to use the APIs for the purposes of testing or comparison of Comm100 Products or for any purpose competitive with Comm100 Products.

    3. Partner’s Responsibilities
      Partner shall be solely responsible for, and shall indemnify, defend and hold harmless Comm100 against, any third party claims arising from the Offering. Partner shall implement the APIs in accordance with the Comm100 API Documentation. Partner shall ensure that all Offerings which access the Comm100 Products will comply with all applicable laws and regulations.

    4. Ownership
      The APIs contained in the Offering shall remain the sole and exclusive intellectual property of Comm100 and Partner shall reasonably assist Comm100 in protecting such ownership. No other licenses or rights in any of Comm100’s intellectual property rights are granted hereunder.

    5. Disclaimer
      USE OF THE APIS AND ANY RELIANCE BY PARTNER UPON THE APIS, INCLUDING ANY ACTION TAKEN BY PARTNER BECAUSE OF SUCH USE OR RELIANCE, IS AT PARTNER’S SOLE RISK. COMM100 DOES NOT WARRANT THAT THE APIS WILL BE CORRECT OR THAT COMM100 PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COMM100 MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APIS OR COMM100 PRODUCTS. COMM100 MAY MODIFY OR TERMINATE OR RESTRICT ACCESS TO THE APIS AT ANY TIME WITHOUT NOTICE. THE APIS AND COMM100 PRODUCTS ARE PROVIDED "AS IS" AND COMM100 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

  5. NO SPAM and Compliance with Applicable Laws
    Comm100 appreciates your effort in integrating and promoting our products; nonetheless, you agree that your activities relating to Comm100 are in full compliance with all applicable laws in your jurisdiction. You shall not refer to Comm100 or use any of our marketing materials in any forms of SPAM.

  6. No Confusion of Brand
    You agree that you do not include "Comm100" or any other trademark of Comm100 or variations or misspellings of any of them, in your URLs or your email addresses. e.g. "comm100.abccompany.com", "com100.com", "comm100abc.net" or "comm100@abccompany.com".

  7. Commencement
    This Agreement will become effective upon Comm100’s acceptance of your completed Integration Partner Program Application (the "Effective Date"). Comm100 reserves the right to accept or reject your application in Comm100's sole discretion.

  8. Modification
    We may modify the terms and conditions in this Agreement at any time in our sole discretion. All such modifications shall take effect 5 business days after we serve notice on our website.

  9. Termination of the Agreement
    Either party may terminate this Agreement for any reason or without reason immediately upon email or written notice to the other party.

  10. Limitation of Liability
    We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed US $1 (one US dollar).

  11. Indemnification
    You hereby agree to indemnify, defend and hold harmless Comm100 from and against any and all claims, demands, losses, liabilities, damages or expenses of any nature whatsoever incurred or suffered by us in so far as such losses arise out of any claim related to your business or activities.

  12. Applicable Law
    This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada. Any disputes pertaining to this Agreement requiring judicial action will only take place in the Province of British Columbia, Canada.