Kloudville Partner Program Agreement

2.1 Marketing Activities

1. Partner shall bear all costs and expenses related to Partner’s marketing or promotion of Kloudville and, as applicable, Partner’s Applications or Partner’s other products or services associated with Partner’s participation in the Kloudville Partner Program (Collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Kloudville in its sole discretion.
2. In conducting all Partner Marketing Activities, Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and spamming.
3. Without limiting the generality of the foregoing, Partner shall (i) not send any email regarding Kloudville to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Kloudville, the Service and/or the Kloudville platform; and (iii) not imply that such emails are being sent on behalf of Kloudville.
4. A Partner shall not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Kloudville; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Kloudville; (iii) make any false, misleading or disparaging representations or statements with respect to Kloudville; (iv) copy, resemble or mirror the look and feel of Kloudville’s websites, Trademarks or Services or otherwise misrepresent Partner’s affiliation with Kloudville; or (v) engage in any other practices which may adversely affect the credibility or reputation of Kloudville, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Kloudville or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Kloudville Acceptable Use Policy.

2.2 Opportunity Deal Sheet(s)

1. The Partner shall prepare the “Opportunity Deal Sheet (ODS)” for each prospective Application, Customer or Kloudville Customer solicited through the Partner’s activities. Kloudville reserves the right to:
   1. revise the revenue share terms of ODS, and any on-going obligation to receive revenue share, including required Revenue Generating Activities) from time to time, in its sole discretion, upon reasonable prior notice to Partner; and
   2. revise the Service Price List available to Partner, from time to time, in its sole discretion, upon reasonable prior notice to Partner.
2. All agreed and approved Opportunity Deal Sheets are incorporated into the Agreement by reference.

2.3 Reporting to Kloudville

Kloudville reserves the right to demand and receive anonymized transaction and user audit, and other such similar reports from the Partner on the Customer(s) usage of the Application or Service on a quarterly base. Partner shall use commercially reasonable efforts to promptly deliver same audit report(s) to Kloudville.

2.4 Partner Subscription

1. Partner shall also subscribe to Service(s) and maintain an Account with Kloudville in good standing.
2. Partner shall also be a Kloudville Customer.
3. In the event of Partner declining to subscribe to Service(s):
   1. Kloudville reserves the right to levy higher Kloudville share in the Kloudville Professional Services under relevant Opportunity Deal Sheet(s); and
   2. Partner may have restricted options, limitations, and less visibility on the Partner Portal.

2.5 Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.6 Duty to Inform

Partner shall promptly inform Kloudville of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Kloudville by any third party.

2.7 Other Partner Terms

1. Partner acknowledges and agrees that Partner will be responsible for the performance of all its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
2. Partner acknowledges and agrees that Partner’s participation in the Kloudville Partner Program, including information transmitted to or stored by Kloudville, is governed by the Kloudville Privacy Policy.
3. Other than the limited license to use the Kloudville Trademarks pursuant to Section 5 of this Agreement, Partner shall not use the Kloudville Trademarks and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs).
4. Partner shall not purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Kloudville Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Kloudville Trademarks.

3.1 Net Revenue Sharing Terms

Subject to the net revenue sharing terms associated with the Partner activities pursuant to the Kloudville Partner Program, one Party (the “Payee”) shall be entitled to receive certain fees (the “Fees”) from the other Party (the “Payor”). The net revenue sharing terms for:

• Referral Partners are set out in Schedule A,
• VARs are set out in Schedule B, and
• OEM Partners are set out in Schedule C.
• There are no revenue sharing terms for Developers.

3.2 Payment

1. Fees due will be calculated by Payee once per month, based on the Revenue Generating Activity.
2. Payee will invoice the Payor for the Fees due at the end of the relevant month.
3. Payments will be due thirty (30) days from the date of the invoice (the “Payment Terms”).

Any failure to calculate or invoice the Fees due properly shall not constitute a waiver of the missed fees or incorrect calculations (the “Missed Fees”). Payee reserves the right to re-calculate and invoice the Missed Fees at any subsequent month. The Payment Terms will apply to any Missed Fees invoices.

4.1 Term of Agreement

1. The term of the Agreement shall begin as of Effective Date and shall continue to be in full force and effect unless terminated pursuant to this Agreement (the “Term”).

4.2 Termination for Cause

1. Unless otherwise specified in the Agreement, either Party may terminate this Agreement for Cause at any time, effective immediately upon written notice to the other Party.
2. Fraudulent or other unacceptable behavior by Partner or Customer(s), including breach of the Acceptable Use Policy, as determined by Kloudville in its sole discretion, may result in termination of one or more of the Partner’s subscription accounts used to provide Service to relevant Customer(s), without notice.

4.3 Termination without Cause

Unless otherwise specified in the Agreement, either Party may terminate this Agreement without cause effective three (3) months upon notice to the other Party.

4.4 Consequences of Termination

Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Kloudville Creative and all Confidential Information (as defined in Section 6)); (b) Partner shall immediately cease displaying any Kloudville Creative and/or any Kloudville Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, unless otherwise determined by Kloudville in its sole discretion.

5.1 Kloudville Creative

1. All Kloudville Creative will be solely created and provided by Kloudville unless otherwise agreed to by Kloudville in writing in advance. Kloudville will provide Partner with copies of or access to Kloudville Creative. By using the Kloudville Creative, Partner indicates acceptance of Kloudville Trademark Usage Guidelines and understands that a violation of these guidelines or this Agreement will result in the termination of license and/or permission to use the Kloudville Creative.
2. The Kloudville Creative is provided “as is” and without warranty of any kind.
3. Partner may display Kloudville Creative on the Websites solely for marketing and promoting the Service and any Kloudville brands permitted by Kloudville during the term of this Agreement, or until such time as Kloudville may, upon reasonable prior notice, instruct Partner to cease displaying the Kloudville Creative. Partner may not alter, amend, adapt or translate the Kloudville Creative without Kloudville’s prior written consent. Nothing contained in any Kloudville Creative shall in any way be deemed a representation or warranty of Kloudville. The Kloudville Creative shall at all times be the sole and exclusive property of Kloudville and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Kloudville to make changes or modifications to the Kloudville Creative.

5.2 Kloudville Trademarks

During the term of this Agreement, Kloudville hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Kloudville Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Kloudville Trademarks only as permitted hereunder; (b) it will use the Kloudville Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Kloudville in writing from time to time, including but not limited to the Kloudville Trademark Usage Guidelines; (c) the Kloudville Trademarks are and shall remain the sole property of Kloudville; (d) nothing in this Agreement shall confer in Partner any right of ownership in the Kloudville Trademarks and all use thereof by Partner shall inure to the benefit of Kloudville; and (e) Partner shall not, now or in the future, apply for or contest the validity of any Kloudville Trademarks; and (f) Partner shall not, now or in the future, apply for or use any term or mark confusingly similar to any Kloudville Trademarks.

5.3 Restriction on Use of Kloudville Trademarks

Notwithstanding Section 5.2, Partner shall not use any Kloudville Trademark including but not limited to the K logo or the word mark KLOUDVILLE or variations of the word “Kloudville” in Partner’s business name, logo, products or services, including without limitation, the name or design of any Application, unless granted express written permission by Kloudville in advance of such use.

5.4 Proprietary Rights of Kloudville

As between Partner and Kloudville, the Kloudville Creative, Kloudville Trademarks, the Services, the Kloudville API, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Kloudville or otherwise related to the Service, Kloudville Partner Program, Kloudville, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and pertinent thereto (collectively, “Kloudville Property”) shall be and remain the sole and exclusive property of Kloudville. To the extent, if any, that ownership of any Kloudville Property does not automatically vest in Kloudville by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Kloudville, upon the creation thereof, all rights, title and interest Partner may have in and to such Kloudville Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.
2. Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
3. In the event that Parties have entered into a separate confidentiality agreement or a non-disclosure agreement (the “NDA”), that NDA is incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the NDA, the stricter terms will govern, to the extent of such conflict or inconsistency.

The Kloudville Partner Program, the Service, the Kloudville Trademarks, the Kloudville Creative, and the Kloudville API are provided “as-is”. Kloudville makes no warranties hereunder, and Kloudville expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Kloudville further disclaims all representations and warranties, express or implied, that the Service, the Kloudville Trademarks, the Kloudville Creative, or the Kloudville API satisfy all of Partner’s or Customer(s)’ requirements and or will be uninterrupted, error-free or free from harmful components.

8.1 Limitation of Liability

Kloudville shall have no liability with respect to the Kloudville Partner Program, the Service, the Kloudville API, the Kloudville Trademarks, the Kloudville Creative or Kloudville’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Kloudville API, the Kloudville Trademarks, the Kloudville Creative, or Partner’s participation or inability to participate in the Kloudville Partner Program even if Kloudville has been advised of the possibility of such damages. In any event, Kloudville’s liability to Partner under this Agreement for any reason will be limited to the Fees paid during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Customer and a Partner is strictly between the Customer and the Partner, and Kloudville is not obligated to intervene in any dispute arising between the Customer and the Partner. Under no circumstances shall Kloudville be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Customer. These limitations shall apply even if Kloudville has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

8.2 Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Kloudville and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Kloudville granted by Partner to any Customer or other third party; (d) Partner’s use of the Kloudville API; (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Customer Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application; and (h) Partner’s relationship with any Customer.

8.3 Notice of Indemnification

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4 Non-Exclusive Remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 and/or 6 herein, in addition to all other rights and remedies available to Kloudville under this Agreement and under applicable law, Kloudville shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, and (c) be indemnified for any losses, damages or liability incurred by Kloudville in connection with such violation, in accordance with the provisions of this Section 8.

9.1 Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

9.2 Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

9.3 Non-Exclusivity and Preferential Pricing

1. Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
2. Kloudville may engage with other Partners or prospects with similar activities. Nothing in this Agreement guarantees Partner best pricing or any preferential pricing terms (“Preferential Pricing”). For avoidance of doubt, Partner does not have any Preferential Pricing.

9.4 Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address on file, and to Kloudville at legal@kloudville.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the Partner Notice Address for the Partner, and for Kloudville to Kloudville Notice Address.

9.5 No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

9.6 Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

9.7 Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Kloudville shall be permitted to assign this Agreement with reasonable notice to Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Kloudville’s prior written consent, to be given or withheld in Kloudville’s sole discretion.

9.8 Applicable Laws

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with this Agreement.

9.9 Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Kloudville or Kloudville products and services.

9.10 Competitive or Similar Materials

Kloudville is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application, regardless of their similarity to Partner’s products or services, provided that Kloudville does not use Partner’s Confidential Information in so doing.

9.11 Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Kloudville concerning the Kloudville Partner Program, the Kloudville APIs, the Kloudville Creative or any aspects of the Service (the “Feedback”), Partner hereby assigns to Kloudville all right, title, and interest in and to the Feedback, and Kloudville is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Kloudville Partner Program, Kloudville APIs, the Kloudville Creative and/or the Service and to create other products and services. Kloudville will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

9.12 Beta Services

From time to time, Kloudville may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all partners or Kloudville’s customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Kloudville will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Kloudville and subject to the confidentiality provisions of this Agreement. Kloudville makes no representations or warranties that the Beta Services will function. Kloudville may discontinue the Beta Services at any time in its sole discretion. Kloudville will have no liability for any harm or damage arising out of or in connection with a Beta Service.

9.13 Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.14 Industry Standards

1. Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website and Applications, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
2. In addition, if Kloudville has access to Customer Data, Kloudville: (i) shall only use or store such information for the purpose of providing the Service to the Customer to whom the Customer Data relates, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) shall not communicate with Customers directly or indirectly, provided however that Kloudville may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) shall only store such information for as long as reasonably necessary to provide the Service to the Customer to whom the Customer Data relates; (iv) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Kloudville’s provision of the Service; and (vi) shall notify Partner of any actual or suspected breach or compromise of Customer Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Kloudville will: (a) promptly remedy the Data Breach to prevent any further loss of Customer Data; (b) investigate the incident; (c) take reasonable actions to mitigate any future anticipated harm to Partner or Customers; and (d) regularly communicate the progress of its investigation to Partner and cooperate to provide Partner with any additional requested information in a timely manner.

1. Responsibilities

Referral Partners will use their best efforts to:

1. promote and market Kloudville; and
2. identify for Kloudville prospective Referred Customers.

1.1 Referred Customers

A Partner will be deemed to have introduced only those Referred Customers that:

1. the Partner itself has helped secure a subscription; and
2. have entered and executed a Kloudville Subscription Agreement and the same remains in full effect and is not voided, terminated, expired, or novated in any form.

2. Net Revenue Sharing Terms for Referral Partners

For each Referred Customer, Partner will be entitled to received Fees, as detailed in the relevant Opportunity Deal Sheet, under the Lumpsum Plan.

Kloudville reserves the right to:

1. demand and receive information from Referral Partners about any Referred Customer, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Customer; and
2. assess the legitimacy and qualification of such Referred Customer for the purposes of determining whether Fees are payable for such Referred Customer;

2.1 Lumpsum Plan

1. The “Lumpsum Plan” is a bonus plan that pays Partner a fixed, one-time payment (“Lumpsum Amount”) when the Partner refers the Services to a Referred Customer. Under the Lumpsum Plan, a Partner is entitled to receive a Lumpsum Amount as defined in the relevant Opportunity Deal Sheet.
2. Any Lumpsum Amount payable to the Partner will be paid in two parts. The first half of the Lumpsum Amount will be payable within thirty (30) days after the Referred Customer pays Kloudville their first monthly subscription fee. The second half of the Lumpsum Amount will be payable after six (6) months of continued and uninterrupted Services, provided that the Referred Customer has an account in good standing with Kloudville. In the event that the Referred Customer cancels their Services or defaults on payment within the first six (6) months of Services, the Partner will not be entitled to the second half of the Lumpsum Amount.
3. Kloudville reserves the right to revise the terms of the Lumpsum Plan from time to time, in its sole discretion, upon reasonable prior notice to the Partner.

2.2 Kloudville Professional Services

For all Kloudville Professional Services secured under an Opportunity Deal Sheet, Kloudville will retain a maximum of ninety (90%) percent of the net revenue under the relevant Kloudville Professional Service.

3. Prohibited or Restricted Activities

The Partner shall not:

1. claim a referral to a customer that is owned or is an affiliate of a different partner of Kloudville;
2. claim a referral to any Referred Customer of a different partner;
3. claim a referral to any Kloudville Customer;
4. claim any fees or commissions other than those explicitly outlined in the Agreement;
5. promote or advertise Kloudville on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or using a “click to display” offer code;
6. use links to Kloudville website directly in any pay-per-click advertising;
7. purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Kloudville Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Kloudville Trademarks;
8. create or participate in any third-party networks or sub-affiliate networks without the express written permission of Kloudville;
9. use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
10. use direct linking to any page on any Kloudville website, without prior written permission from Kloudville; or
11. mask its referral sites or use deceptive redirecting links.

4. Relationship Between Referral Partner and Referred Customers

The Referred Customers are customers of Kloudville and shall remain customers of Kloudville.

1. Responsibilities

Value-Add Reseller shall:

1. be solely responsible for promoting, marketing and sales efforts with regards to Applications and Services to potential Customers;
2. offer Applications or Services independently or as part of a bundle offering to their Customers or potential Customers;
3. be responsible for all setup and configuration of Services as applicable for Customers;
4. ensure a proper Customer Agreement is in place with all Customers;
5. ensure a proper Order Form is completed on behalf of the Customer and Customer is aware of all the terms and conditions therein;
6. manage all relationship matters with the Customers; and
7. be responsible for payment of all subscription fees, as applicable to provide Services to Customers.

2. Net Revenue Sharing Terms for VARs

For Customer(s) and Kloudville Customer(s) secured by VAR, Kloudville is entitled to receive Fees from the VAR, as detailed in the relevant Opportunity Deal Sheet, under the Percentage Discount Plan.

2.1 Percentage Discount Plan

1. Under the “Percentage Discount Plan”, Partner will request a new subscription for each new secured Customer.
2. The Percentage Discount Plan details will be agreed upon between the Parties in the relevant Opportunity Deal Sheet.
3. Partner will retain the active Partner Percentage Share of the net Revenue and will pay to Kloudville the active Kloudville Percentage Share, subject to the terms and conditions herein.
4. Kloudville reserves the right to revise the net revenue share percentages applicable to the Percentage Discount Plan from time to time, in its sole discretion, upon reasonable prior notice to the Partner.

2.2 Kloudville Professional Services

For all Kloudville Professional Services secured under an Opportunity Deal Sheet, Kloudville will retain a maximum of ninety (90%) percent of the net revenue under the relevant Kloudville Professional Service.

3. Relationship Between VAR and Customer(s)

1. The services provided by VAR to Customer(s) are the responsibility of the VAR and not Kloudville. It is the VAR’s responsibility to ensure that there is a Customer Agreement in place between the VAR and Customer for the services to be provided by the VAR to the Customer, and that the Customer Agreement includes appropriate remedies in the event of non-payment by the Customer for services rendered by the VAR, provided that any such remedy that includes the withholding (or temporarily disabling) access to the Services shall be enforced by Kloudville in its sole discretion.
2. In the event of a dispute between the VAR and Customer, Kloudville is not obligated to intervene in any such dispute. Under no circumstances shall Kloudville be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Customer Agreement, or any other relationship between the VAR and Customer.
3. The foregoing limitations shall apply even if Kloudville has been advised of the possibility of such damages.
4. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

4. Access to and Use of Customer Data

1. VAR will have in place and will present the Customer with a privacy policy that complies with all applicable laws and provides adequate notice and obtains prior consent for collection, use and storage of the Customer Data, and personal information the Application or Services will access once installed or enabled (the “VAR Privacy Policy”).
2. Without limiting the foregoing, the Customer Agreement and VAR Privacy Policy will describe in sufficient detail the services to be provided by the Application (or Services as applicable), and the Customer Data that will be accessed by the Application (or Services as applicable) in order to provide such services.
3. Without limiting the generality of the foregoing, VAR will:
   1. not use, access, store, or make copies of the Customer Data or any other data relating to a Customers that Partner receives via the Application or the Kloudville API except as necessary to provide the Application services as described in the applicable Customer Agreement or VAR Privacy Policy, or as otherwise permitted under this Agreement, and if permitted, only within the limits and for the purposes as specified by the Customer;
   2. delete all originals, copies and reproductions of the Customer Data when the Customer uninstalls the Application or when it is no longer required to provide the services as described in the applicable Customer Agreement or VAR Privacy Policy;
   3. not use information from Customer for competitive benchmarking, to develop or improve any App or App features that would directly compete with Services, or other similar purposes, or to enable the transmission of unsolicited communications of any kind; and
   4. comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies in the jurisdictions that VAR operates in or markets or distributes the Application (or Services as applicable) into, including jurisdictions from where VAR collects or gathers Customer Data.
4. As between VAR and Kloudville, all Customer Data shall be subject to Kloudville Terms of Service and the Kloudville Privacy Policy.

1. Responsibilities

OEM shall:

1. be solely responsible for promoting, marketing and sales efforts with regards to Applications and Services to potential Customers;
2. offer Applications or Services as part of a bundle offering to their Customers or potential Customers;
3. be responsible for all setup and configuration of Services as applicable for Customers;
4. ensure a proper Customer Agreement is in place with all Customers;
5. manage all relationship matters with the Customers; and
6. be responsible for payment of all subscription fees, as applicable to provide Services to Customers.

2. Net Revenue Sharing Plans for OEM Partners

OEM will be part of the Volume Discount Plan as detailed in the relevant Opportunity Deal Sheet.

2.1  Volume Discount Plan

1. Under the “Volume Discount Plan”, OEM will request a new subscription for each new secured Customer.
2. The Volume Discount Plan details will be agreed upon by both Parties in the relevant Opportunity Deal Sheet.

Kloudville reserves the right to revise the net revenue share amounts applicable to the Volume Discount Plan from time to time, in its sole discretion, upon reasonable prior notice to the OEM.

2. Net Revenue Sharing Plans for OEM Partners

OEM will be part of the Volume Discount Plan as detailed in the relevant Opportunity Deal Sheet.

2.1  Volume Discount Plan

1. Under the “Volume Discount Plan”, OEM will request a new subscription for each new secured Customer.
2. The Volume Discount Plan details will be agreed upon by both Parties in the relevant Opportunity Deal Sheet.

Kloudville reserves the right to revise the net revenue share amounts applicable to the Volume Discount Plan from time to time, in its sole discretion, upon reasonable prior notice to the OEM.

3. Relationship Between OEM and Customer(s)

1. The services provided by OEM to Customer(s) are the responsibility of the OEM and not Kloudville. It is the OEM’s responsibility to ensure that there is a Customer Agreement in place between the OEM and Customer for the services to be provided by the OEM to the Customer, and that the Customer Agreement includes appropriate remedies in the event of non-payment by the Customer for services rendered by the OEM, provided that any such remedy that includes the withholding (or temporarily disabling) access to the Services shall be enforced by Kloudville in its sole discretion.
2. In the event of a dispute between the OEMs and Customer, Kloudville is not obligated to intervene in any such dispute. Under no circumstances shall Kloudville be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Customer Agreement, or any other relationship between the OEM and Customer.
3. The foregoing limitations shall apply even if Kloudville has been advised of the possibility of such damaged.
4. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

4. Access to and Use of Customer Data

1. Partner will have in place and will present the Customer with a privacy policy that complies with all applicable laws and provides adequate notice and obtains prior consent for collection, use and storage of the Customer Data, and personal information the Application will access once installed or enabled (the “Partner Privacy Policy”).
2. Without limiting the foregoing, the Customer Agreement and Partner Privacy Policy will describe in sufficient detail the services to be provided by the Application, and the Customer Data that will be accessed by the Application in order to provide such services.
3. Without limiting the generality of the foregoing, Partner shall:
   1. not use, access, store, or make copies of the Customer Data or any other data relating to a Customers that Partner receives via the Application or the Kloudville API except as necessary to provide the Application services as described in the applicable Customer Agreement or Partner Privacy Policy, or as otherwise permitted under this Agreement, and if permitted, only within the limits and for the purposes as specified by the Customer;
   2. delete all originals, copies and reproductions of the Customer Data when the Customer uninstalls the Application or when it is no longer required to provide the services as described in the applicable Customer Agreement or Partner Privacy Policy;
   3. not use information from Customer for competitive benchmarking, to develop or improve any Application or Application features that would directly compete with Services, or other similar purposes, or to enable the transmission of unsolicited communications of any kind; and
   4. comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies in the jurisdictions that Partner operates in or markets or distributes the Application into, including jurisdictions from where Partner collects or gathers Customer Data.
4. As between OEM Partner and Kloudville, all Customer Data shall be subject to Kloudville Terms of Service and the Kloudville Privacy Policy.

5. Additional Kloudville Trademark License

OEM may use the Kloudville Trademarks licensed in Section 5.2 for the sole purpose of notifying Customers that the Application is compatible with the Services or the Services are “powered by Kloudville”.

6.   License to Kloudville API and License Restrictions

1. Subject to the terms and conditions of this Agreement, Kloudville grants to Partner a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license during the Term to use and make calls to the Kloudville API to develop, implement and distribute Applications solely for use by Customers in connection with the Services and solely in the manner described in the documentation contained in the Kloudville API and in accordance with the terms and conditions of this Agreement.
2. Kloudville reserves the right to require Partner to install or update any and all software to continue using the Kloudville API and the Service.
3. Partner’s license to the Kloudville API granted in Section 6.1 is explicitly conditioned on Partner’s adherence to the following restrictions and compliance with the responsibilities herein. Partner shall:
   1. use the Kloudville API only to develop and distribute Applications for the Partner’s or a Customer’s use of the Services;
   2. make only those copies of the Kloudville API that Partner reasonably requires to use the Kloudville API and to maintain and update the Application in accordance with the terms of this Agreement;
   3. restrict disclosure of the Kloudville API, or any part thereof, to agents, employees or independent contractors of Partner who require such access in order to use, maintain, implement, correct or update the Application in accordance with this Agreement, and who are subject to confidentiality obligations the same as or greater than those contained herein;
   4. not distribute, sell, lease, rent, lend, transfer or sublicense any rights granted by this Agreement to any third party except as permitted herein;
   5. not use or access the Kloudville API or the Service in order to monitor the availability, performance, or functionality of the Kloudville API, the Service or any portion thereof or for any similar benchmarking purposes;
   6. not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Kloudville API;
   7. not engage in any activity with the Kloudville API that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, security, networks, data, or other properties or services of Kloudville or any third party;
   8. not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
   9. not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Kloudville API, Customer Data, the Services, or any aspect or portion thereof;
   10. not bypass Kloudville API restrictions for any reason, including but not limited to automating administrative functions of the Customer admin;
   11. not substantially replicate products or services offered by Kloudville. Subject to the preceding sentence and the Parties’ other rights and obligations under this Agreement (including without limitation confidentiality obligations and any restrictions on use of Customer Data), each Party agrees that the other Party may develop and publish Applications that are similar to or otherwise compete with such Party’s Applications; and
   12. not develop Applications that excessively burden the Kloudville system, distribute spyware, adware or other commonly objectionable programs, fail to respect the privacy of Customers, or infringe the intellectual property or privacy rights of any third party.
4. Access to the Kloudville API may be terminated or suspended by Kloudville at any time and in Kloudville’s sole discretion. Without limiting the foregoing, Kloudville may terminate a Partner’s right to use the Kloudville API if the Partner breaches any term of this Agreement or any documents incorporated by reference in the Agreement (including the Acceptable Use Policy). Termination or suspension of Partner’s access to the Kloudville API may negatively affect Customers who use Partner’s Application, and Partner is responsible to ensure that all Customers who install Partner’s Applications are aware of this risk.

Partner understands that certain software packages, libraries, or components of the Kloudville API are or may become licensed under an open source software license (“Open Source Components”). Partner understands and acknowledges that its use, reproduction and distribution of any such Open Source Components are governed by the terms of the applicable open source software license and not this Section 6.

1. Responsibilities

Developer shall:

1. be solely responsible for developing, promoting, marketing and sales efforts with regards to Applications and Services to potential Customers;
2. offer Applications or Services as part of a bundle offering to their Customers or potential Customers;
3. be responsible for all setup and configuration of Application or Services as applicable for Customers;
4. ensure a proper Customer Agreement is in place with all Customers; and
5. manage all relationship matters with the Customers.

2. Application Registration

Developer must register their Application(s) with Kloudville, by completing the Opportunity Deal Sheet.

3. Application Fees

There are no Net Revenue Sharing Plans for Developers. Developer will pay to Kloudville the appropriate annual Application registration fee(s) as outlined in the Application Registration portion of the relevant Opportunity Deal Sheet. Application Fee becomes payable upon execution of relevant Opportunity Deal Sheet and is due as per the terms herein.

4. Access to the Kloudville API

4.1 Using the Kloudville API

1. Developer may not use the Kloudville API and may not accept the terms herein if (a) Developer is not of legal age to form a binding contract with Kloudville, or (b) Developer is a person barred from using or receiving the Kloudville API under the applicable laws of Canada, United States, or the country in which Developer is a resident or from which Developer will use the Kloudville API.
2. Developer must obtain the secret key and access token that allow to make authenticated requests to the Kloudville API (the “API Credentials”). Such will be provided after Developer accepts terms of the Partner Program and Kloudville creates a Partner Account for the Developer. Developer must obtain a Customer secret key and access token that allow to make authenticated requests to a Customer’s Services portal (the “Customer API Credentials”), from the Customer.
3. All API Credentials (including Customer API Credentials) are the exclusive property of Kloudville, and your access to and use of such API Credentials is in Kloudville’s sole discretion. Except as permitted herein, the Developer:
   1. must keep the API Credentials and all login information for the Account and Partner Account secure,
   2. may not share the API Credentials with any third party, and
   3. will not access the Kloudville API by any means other than the API Credentials received in accordance with the foregoing Section 1.1.2;
4. Developer may not use a service provider in connection with providing the Developer’s Application’s service unless they sign an agreement with you to:
   1. protect Customer Data received from Kloudville under a policy that is at least as protective as Kloudville’s terms and policies;
   2. limited their use of Customer Data solely for the purpose of providing their services to Developer’s Application and not for their own purpose or for any other purpose; and
   3. keep the Customer Data secure and confidential.
5. Developer must ensure that any service provider complies with the foregoing Section 1.1.4 and any other applicable Kloudville terms and policies, and Developer acknowledges that any act or omission by a service provider amounting to a breach of these terms herein will be deemed to be a breach by the Developer. If requested, Developer will promptly provide a list of service providers to Kloudville, the Customer, or Kloudville’s Customer.

4.1.1 API License

Subject to the terms herein, Kloudville grants Developer a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Kloudville API solely in connection with developing, implementing and distributing Developer Application that interoperates and integrates with the Service, and solely in the manner described in the terms herein.

4.1.2 API Restrictions

When using the Kloudville API, Developer will (and will ensure that its employees, agents and service providers will):

1. only use the Kloudville API to develop and distribute Applications or content for use with the Services;
2. restrict disclosure of the API Credentials, or any part thereof, to its agents, employees, or service providers, who must request access to use, maintain, implement, correct or update its Application in accordance with the terms herein, and who are subject to confidentiality obligations the same or stricter than those contained herein;
3. not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the terms herein to any third party;
4. not use or access the Kloudville API or the Service to monitor the availability, performance, or functionality of the Kloudville API, the Service or any portion thereof or for any similar benchmarking purposes;
5. not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained with or associated with the Kloudville API;
6. not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Kloudville or any third party;
7. not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
8. not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Kloudville API, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
9. not bypass Kloudville API restrictions for any reason;
10. not substantially replicate products or services offered by Kloudville, including the Kloudville API, except as authorized by Kloudville in writing. Subject to this Section and the parties’ other rights and obligations under the terms herein (including confidentiality obligations and any other restrictions on use of Customer Data), each party agrees that the other party may develop and publish Applications that are similar to or otherwise compete with such party’s Applications;
11. not develop Applications that excessively burden the Kloudville system, distribute spyware, adware or other commonly objectionable programs or routines;
12. not develop an Application whose primary purpose is to migrate Customers or Kloudville Customers off of Services;
13. not access or use the Kloudville API to develop or distribute the Application in any way in the furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the Acceptable Use Policy;
14. not request more than the minimum amount of data from a Kloudville API needed by your Application to provide the Customer or Kloudville Customer the intended functionality, or any data outside any permissions granted by the Customer;
15. not falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application; and
16. not include code in any Application which performs any operations not related to the services provided by the Application, whether or not Developer has obtained Customer or Kloudville Customer consent to do so, and where or not the Application obtains consent from the end user to do so. For avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining.

4.1.3 API Limits

Kloudville may set and enforce limits on Developer’s use of the Kloudville API (limiting the number of requests that Developer may make, or the number of Customers or Kloudville Customers the Developer may serve), in Kloudville’s sole discretion. Developer agrees to and will not attempt to circumvent such limitations. If the Developer would like to use any Kloudville API beyond these limits, the Developer must obtain Kloudville’s express written consent (and Kloudville may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact legal@kloudville.com.

4.1.4  Open Source Software

Some of the software packages, libraries, or components required by or included in the Kloudville API are or may become licensed under an open source software license (“Open Source Components”). To the limited extent that the Open Source Component license expressly supersedes the terms herein, Developer’s use, reproduction and distribution of any such Open Source Components is governed by the terms of the applicable open source software license and not this Section.

4.2 Changes to the Kloudville API

4.2.1 Updates

Kloudville reserves the right to require Developer to install or update any and all software to continue using the Kloudville API and the Service. Developer acknowledges that Kloudville may make bug fixes, updates, upgrades, enhancements, modifications, and new releases or versions (collectively the “Updates”) to the Kloudville API from time to time, and at its sole discretion. Developer must implement and use the most current version of the Kloudville API and make any changes to the Application that are required as a result of such Update, at Developer’s sole cost and expense. Updates may adversely affect the way the Application accesses or communicates with the Kloudville API. Developer’s continued access or use of the Kloudville API following an update or modification will constitute binding acceptance of the Update.

4.2.2 Access and Use

Kloudville may change or discontinue the availability of some or all the Kloudville API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. Kloudville may also impose limits on certain features and services or restrict Developer’s access to some or all the Kloudville API. Developer’s continued use of the Kloudville API following a subsequent release will be deemed acceptance of modifications.

4.3 Proprietary Rights

1. As between Developer and Kloudville, Kloudville shall own all right, title, and interest in any Customer Data that Kloudville receives as a result of Customer’s use of an Application, and all such Customer Data shall be subject to the Kloudville Terms of Service and the Kloudville Privacy Policy.
2. Kloudville does not acquire ownership in Developer’s Application, and by using the Kloudville API, Developer does not acquire ownership of any rights in the Kloudville API or the content that is accessed through the Kloudville API.

4.4 Security

1. Developer agrees that Kloudville may monitor access and use of the Kloudville API to ensure quality, improve Kloudville products and services, and verify Developer compliance with the terms herein. Developer will not interfere with this monitoring. Kloudville may use any technical means to overcome such interference. Kloudville may suspend Developer or Application access to the Kloudville API without notice if Kloudville reasonably believes that Developer is in violation of the terms herein.
2. Developer Application will be installed and run on Developer’s server or another server, but wil not be run on Kloudville’s servers. Developer networks, operating systems and software of web servers, routers, databases, and computer systems (collectively the “Developer System”) must be properly configured to Internet industry standards so as to securely operate the Application and protect against unauthorized access to, disclosure or use of any information you receive from Kloudville, including Customer Data. If Developer does not completely control some aspect of the Developer System, Developer shall use all influence Developer has over the Developer System to do so. Developer must diligently correct any security deficiencies and disconnect immediately any known or suspected intrusions or intruders.

4.5 Audit

Kloudville shall have the right to appoint an independent auditor, under appropriate non-disclosure conditions, to audit Developer’s Application, systems and records to confirm Developer’s compliance with the terms herein, and that Developer has complied with Kloudville’s requests and requests from the Customer, as applicable, to delete Customer Data obtained through the Kloudville API or otherwise through the Service. If requested, Developer must provide evidence that the Application complies with the terms herein.

4.6  Disclaimer of Warranties

The Service and the Kloudville API are provided “as-is”. Kloudville makes no warranties hereunder, and Kloudville expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, Kloudville further disclaims all representations and warranties, express or implied, that the Service or the Kloudville API satisfies all of your or a Customer’s requirements or will be uninterrupted, error-free or free from harmful components.

5. Unauthorized and Prohibited Developer Activities

Without limiting the restrictions outlined elsewhere in this Agreement or in this Schedule D, Developer shall not:

1. Solicit online reviews or feature presentations of an Application on any publication, online and social media platform by offering a financial incentive, free access to Application or any portion or functionality, or any other reward to a potential or existing Application customer in exchange for the review or feature presentation;

6. Additional Kloudville Trademark License for Developer

Developer may use the Kloudville Trademarks licensed in Section 5.2 for the sole purpose of notifying Customers or potential Customers that the Application is compatible with the Service.

7. Access to and Use of Customer Data

1. Prior to Developer accessing any Customer Data Developer must (i) obtain consent from Customer, in the form of the Customer Agreement; and (ii) obtain the Customer API Credentials from the Customer. ANY OTHER ACCESS OR USE OF THE CUSTOMER DATA BY DEVELOPER IS STRICTLY PROHIBITED AND IS A VIOLATION OF THE TERMS HEREIN.
2. Developer will have in place with will present the Customer with a Customer Agreement that contains provisions at least as protective of Kloudville as those in the terms herein. Developer must inform the Customers in the Customer Agreement that (i) Developer is solely responsible for the Application; (ii) Kloudville is not liable for any fault in the Application or any harm that may result from its installation or use; (iii) Kloudville cannot provide assistance with the installation or use of the Application; and (iv) Developer is solely responsible for any liability which mare arise from a Customer’s access to or use of the Application, including: a) the development, use, marketing or distribution of or access to the Application, including support of the Application; or b) Developer’s access, use, distribution or storage of Customer Data.
3. Developer will have in place and will present the Customer with a privacy policy that complies with all the applicable privacy laws and provides adequate notice and obtains prior consent as required for the collection, use, and storage of the Customer Data, and any Personal Information the Application will access once installed or used (the “Developer Privacy Policy”). Without limiting the foregoing, the Developer’s Customer Agreement and Developer Privacy Policy will describe in detail (i) the services to be provided by the Application, (ii) the Customer Data that will be accessed by the Application in order to provide such services, (iii) how the Customer Data will be used and transferred to third parties, if applicable, and (iv) the Developer’s contact information. Developer will respond promptly to any questions regarding its privacy practices.
4. Developer will and will ensure that its employees, agents and service provider will:
   1. not use, access, store, or make copies of the Customer Data or any other data relating to a Customer that Developer receives via the Application or the Kloudville API, except as necessary to provide the Application services to the Customer to whom the Customer Data relates and as described in the applicable Customer Agreement or Developer Privacy Policy, and only within the limits and for the purposes as specified by the Customer;
   2. not share, sell, disclose or otherwise provide such information to any third party, except as provided in the terms herein;
   3. delete all originals, copies and productions of the Customer Data, except where prohibited or varied by applicable law, within thirty (30) days when (i) the Customer uninstalls the Application with the intent to discontinue its use, (ii) when it is no longer required to provide the services of the Application to the Customer to whom the Customer Data relates, as may be described in the applicable Customer Agreement or Developer Privacy Policy, or (iii) you receive an enforceable request to delete data from a Customer, a Kloudville Customer, or Kloudville. IF DEVELOPER IS UNABLE TO COMPLY WITH THIS SECTION FOR ANY REASON, DEVELOPER WILL PROMPTLY NOTIFY KLOUDVILLE;
   4. provide the Customer, where required by applicable law, with access to a structured, commonly used, and machine-readable copy of any Personal Information that you have that relates to such Customer from won you receive the request, and provide them with an opportunity to correct this information;
   5. not use the information from Customers for competitive benchmarking;
   6. ensure that Developer has obtained effective consent from the applicable individual, to the extent such consent is legally required, before you provide Kloudville with information that you independently collected from them;
   7. not directly or indirectly transfer any data you receive from Kloudville (including anonymous, aggregate or derived data) to any third party or any other Application you may own, except as necessary to provide your Application’s services or if expressly authorized by Customer;
   8. not put Customer Data or any other data you receive from Kloudville in a search engine or directory, on include web search functionality on Kloudville, except as necessary to provide your Application’s services;
   9. promptly notify Kloudville of any action or suspected breach or compromise of Customer Data (“Data Breach”) within twenty-four (24) hours of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Developer will (i) promptly remedy the Data Breach to prevent any further loss of Customer Data; (ii) investigate the incident; (iii) take reasonable actions to mitigate any future anticipated harm to Kloudville or Customer(s); and (iv) promptly answer questions from Kloudville relating to the Data Breach, regularly communicate the progress of the investigation to Kloudville and cooperate to provide Kloudville with any additional information in a timely manner.
5. Developer will, and will ensure that its employees, agents and service providers will, comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies.