1. DEFINITIONS
1.1. “Authorized Distributor” means any entity authorised by SonarSource to sell licenses for SonarQube Products to Indirect Reseller.
1.2. “Confidential Information” means (i) any proprietary or non-public information of a party which a reasonable person would understand to be confidential or proprietary, including, without limitation, any information relating to a party’s current and planned products and services, technology, know-how, designs, finances, accounts, manufacturing, customer lists, business forecasts, and marketing plans; (ii) any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally, is identified as “Confidential” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days of any such disclosure; and (iii) the specific terms and pricing set forth in the Program Guide.
1.3. “Documentation” means the official user documentation prepared and provided by SonarSource on the use of SonarQube Products. For the avoidance of doubt, any online community site, unofficial documentation, videos, white papers, related media, or feedback do not constitute Documentation.
1.4. “End User(s)” means a party that acquires SonarQube Products for such party’s own use and not for further distribution or resale.
1.5. “Intellectual Property Rights” means patent rights, copyrights, trade secrets, and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.6. “Marks” means SonarSource’s trademarks, service marks, trade names, and logos, including, without limitation, “SonarQube,” “Sonar,” and “SonarSource”.
1.7. “Portal” means the Sonar Partner Program website, accessible via https://www.sonarsource.com. The Portal contains guidelines and updates regarding the Sonar Partner Program.
1.8. “Program Guide” means additional Partner Program terms that reference this Agreement and are agreed to by SonarSource and Indirect Reseller.
1.9 “SonarQube Terms” means the SonarQube Server Terms and Conditions, the SonarQube Cloud Terms of Service, or any standard end-user software license agreement available at the Portal, as applicable and as may be modified from time to time by SonarSource.
1.10. “SonarQube Products” means the software or services branded “SonarQube” which Sonar Partner Indirect Reseller is authorized to market in accordance with the terms of this Agreement.
1.11. “Territory” means the countries or other geographical locations communicated to Indirect Reseller upon completion of the Indirect Reseller registration process.
2. APPOINTMENT
2.1. Appointment.
Subject to Indirect Reseller’s compliance with the terms and conditions of this Agreement and the Incorporated Documents, SonarSource hereby appoints Indirect Reseller, and Indirect Reseller accepts such appointment, as an independent non-exclusive indirect reseller of SonarQube Products. This appointment authorizes Indirect Reseller to purchase SonarQube Products exclusively from an Authorized Distributor for resale and distribution to End Users located in the Territory. Indirect Reseller acknowledges that it has no right to purchase SonarQube Products directly from SonarSource under this Agreement. SonarSource may independently supply SonarQube Products to third parties in the Territory. Indirect Reseller must comply with the Rules of Engagement when engaging with End Users, SonarSource, and Authorized Distributors.
2.2. Terms. Indirect Reseller acknowledges and agrees that all SonarQube Products sold or provided to any End Users either are: (i) subject to the SonarQube Terms; or (ii) subject to custom terms negotiated and agreed to by SonarSource in writing. Indirect Reseller will notify SonarSource promptly of any breach of the SonarQube Terms and will assist SonarSource to enforce the SonarQube Terms.
2.3. Restrictions. Indirect Reseller acknowledges that SonarQube Products contain Intellectual Property Rights of SonarSource, and, in order to protect such Intellectual Property Rights and other interests that SonarSource may have in SonarQube Products, Indirect Reseller agrees not to disassemble, decompile, or reverse engineer SonarQube Products or permit any third party to do so. Except as expressly permitted under this Agreement, Indirect Reseller will not: (i) copy or modify SonarQube Products; (ii) use, sublicense, distribute, or otherwise transfer SonarQube Products in contravention of this Agreement; or (iii) provide or make the functionality of SonarQube Products available to third parties by means of hosting, application services provider, service bureau, or any other type of services. SonarSource reserves all right, title, and interest in and to SonarQube Products not expressly granted by SonarSource under this Agreement.
2.4. Trademark License. Subject to Indirect Reseller’s compliance with the terms and conditions of this Agreement, SonarSource grants to Indirect Reseller a non-exclusive and non-transferable license to use the Marks, during the term of this Agreement, solely in connection with achieving its obligations under this Agreement , except that Indirect Reseller shall not register any domain name containing a Mark. Any such use of a Mark by Indirect Reseller must correctly attribute ownership thereof to SonarSource and must be in accordance with applicable law and SonarSource’s then-current trademark usage guidelines. Indirect Reseller will not remove or obscure any Marks on or in SonarQube Products, and will not attach any additional trademarks, logos, or trade designations on or to SonarQube Products. Indirect Reseller acknowledges and agrees that SonarSource owns the Marks and that any and all goodwill that is created by or that result from Indirect Reseller’s use of a Mark hereunder inures solely to the benefit of SonarSource. Indirect Reseller will at no time contest or aid in contesting the validity or ownership of any Mark or take any action in derogation of SonarSource’s rights therein, including, without limitation, applying to register any trademark, trade name, or other designation that is confusingly similar to any Mark.
3. INDIRECT RESELLER OBLIGATIONS
3.1. Qualifications. In addition to the rights and responsibilities set forth in this Agreement and in the Program Guide, Indirect Reseller agrees to comply with the policies and criteria (corresponding to its assigned Sonar Partner Indirect Reseller level) established by SonarSource for the Sonar Partner Program, as set forth in the Portal. SonarSource may change such policies and criteria from time to time as it sees fit. It shall be the sole responsibility of Indirect Reseller to check the Portal for updates.
3.2. Business Conduct. Indirect Reseller will: (i) avoid deceptive, misleading, or unethical practices; (ii) conduct business in a manner that reflects favorably on the SonarQube Products and the good name, goodwill, and reputation of SonarSource; and (iii) make no representations, warranties, or guarantees to customers or to the trade with respect to the specifications, features, or capabilities of SonarQube Products that are inconsistent with the Documentation and marketing collateral distributed by SonarSource.
4. EXPORT COMPLIANCE
4.1. Each party shall comply with all applicable laws and regulations in connection with its performance under the Agreement. Without limiting the generality of the foregoing, (a) Indirect Reseller represents and warrants that it is not, and that it will not market or resell the SonarQube Products to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) Indirect Reseller will not (and will not permit any of its End Users to) access or use SonarQube Products in violation of any U.S. export embargo, prohibition, or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations. SonarSource shall have the right to suspend the performance of any of its obligations under the Agreement, without prior notice and without any liability to Indirect Reseller if either party fails to comply with this provision.
5. PAYMENTS; TAXES
5.1. Indirect Reseller acknowledges that it has no direct payment obligations to SonarSource in respect of SonarQube Products purchased under this Agreement. All purchases of SonarQube Products by Indirect Reseller shall be transacted exclusively through an Authorized Distributor, and the payment terms applicable to such purchases shall be as agreed between Indirect Reseller and the Authorized Distributor. SonarSource is not a party to any commercial transaction between Indirect Reseller and the Authorized Distributor and shall have no liability in respect thereof.
5.2. Indirect Reseller shall negotiate the applicable price and shipment terms for SonarQube Products with its Authorized Distributor. Indirect Reseller acknowledges that any pricing information provided by SonarSource is a non-binding recommended resale price. Indirect Reseller shall, at its sole discretion and risk, negotiate the applicable end-user price with End Users.
6. CONFIDENTIALITY
6.1. Protection of Confidential Information. Each party shall protect the other's Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information. Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Confidential Information shall not include information that the receiving party can show (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
6.2. Permitted Disclosure. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. The foregoing obligations of each party shall continue for the period terminating three (3) years from the date on which the Confidential Information is last disclosed.
6.3. Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that SonarSource reasonably determines that Indirect Reseller no longer requires access to the Confidential Information in order to perform its obligations, Indirect Reseller shall return to SonarSource, or shall destroy, as SonarSource shall specify, all copies of all the Confidential Information in Indirect Reseller's possession. Within five (5) calendar days thereafter, Indirect Reseller shall provide SonarSource with a certificate, executed by an officer of Indirect Reseller, confirming that all copies of all such Confidential Information have been returned to SonarSource or destroyed, as the case may be.
7. BUSINESS CONTACT INFORMATION
Each party may be given access to the names and contact information regarding a party’s personnel, officers, and director, suppliers, and customers (“Business Contact Information”). Each party shall be considered a data controller with respect to the other party’s Business Contact Information and shall be entitled to transfer such information to any country where such party or its affiliates operate. Business Contact Information shall be treated as Confidential Information hereunder. Indirect Reseller shall only collect and process Business Contact Information in accordance with applicable law. Indirect Reseller represents that Indirect Reseller’s data protection policies and practices are, and will be maintained, in accordance with applicable data protection legislation and standard industry practices for information security. Indirect Reseller shall provide immediate written notice of any unauthorized access, use, or disclosure of Business Contact Information or any security breach that could affect SonarSource or End Users or could impact the activities to be performed under this Agreement. In such event, Indirect Reseller shall immediately take remedial action as required by applicable data protection legislation and as requested by SonarSource. Indirect Reseller warrants that it has obtained all necessary consents to provide Business Contact Information to SonarSource for the purpose of performing this Agreement. Indirect Reseller shall upon reasonable request, provide appropriate evidence of Indirect Reseller’s compliance with this Section 7.
8. WARRANTIES
SONARSOURCE MAKES NO WARRANTIES OR REPRESENTATIONS TO INDIRECT RESELLER OR TO ANY OTHER PARTY REGARDING THE SONARQUBE PRODUCTS, EXCEPT AS SET FORTH IN THE SONARQUBE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SONARSOURCE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. INDIRECT RESELLER WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS IN SONARSOURCE’S NAME OR ON SONARSOURCE’S BEHALF.
9. INDEMNIFICATION
9.1. SonarSource Indemnity. SonarSource will defend or settle any action brought against Indirect Reseller to the extent that it is based upon a third-party claim that the SonarQube Products, as provided by SonarSource under this Agreement, infringe any patent or any copyright or misappropriate any trade secret, and will pay any costs and damages made in settlement or awarded against Indirect Reseller in final judgment resulting from any such claim, provided that Indirect Reseller: (i) gives SonarSource prompt written notice of any such claim; (ii) gives SonarSource sole control of the defense and settlement of such claim; and (iii) gives SonarSource, at SonarSource’s expense, all information and assistance reasonably required for the defense and settlement of such claim. For the avoidance of doubt, SonarSource’s indemnity obligations under this Section 9.1 apply only to SonarQube Products as supplied by SonarSource and do not extend to any modifications, additions, or combinations made by Indirect Reseller, the Authorized Distributor, or any End User. SonarSource will not be bound by any settlement or compromise that Indirect Reseller enters into without SonarSource’s express prior consent.9.2. Injunctions. If Indirect Reseller’s right to market and resell SonarQube Products under this Agreement is, or in SonarSource’s opinion is likely to be, enjoined due to the type of claim specified in Section 9.1, then SonarSource may, at its sole option and expense: (i) procure for Indirect Reseller the right to continue to market and resell such SonarQube Products (through an Authorized Distributor) under the terms of this Agreement; (ii) replace or modify such SonarQube Products so that they are non-infringing; or (iii) if options (i) and (ii) above cannot be accomplished despite SonarSource’s reasonable efforts, then SonarSource may terminate Indirect Reseller’s rights and SonarSource’s obligations hereunder with respect to such SonarQube Products. Indirect Reseller acknowledges that any injunction remedy under this Section 9.2 is subject to the terms of any separate agreement between SonarSource and the Authorized Distributor, and SonarSource shall have no greater obligation to Indirect Reseller than it has to the Authorized Distributor in respect of the affected SonarQube Products9.3. Indemnity Exclusions. SonarSource will have no obligation under Sections 9.1 or 9.2 for any claim of infringement or misappropriation to the extent that it results from: (i) the combination, operation, or use of a SonarQube Product with or in equipment, products, or processes not provided by SonarSource; (ii) modifications to a SonarQube Product not made by or for SonarSource; (iii) Indirect Reseller’s failure to offer an updated or modified SonarQube Product provided by SonarSource; or (iv) Indirect Reseller’s promotion or distribution of a SonarQube Product other than in accordance with this Agreement or the Incorporated Documents; or (v) Indirect Reseller’s procurement of SonarQube Products other than through an Authorized Distributor.
9.4. Limitation. THE FOREGOING PROVISIONS OF THIS SECTION 9 SET FORTH SONARSOURCE’S SOLE AND EXCLUSIVE LIABILITY AND SONAR PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
9.5. Sonar Partner Indirect Reseller Indemnity. Indirect Reseller will defend, indemnify and hold SonarSource harmless from and against all liabilities, damages, costs, fees, and expenses, including reasonable attorney’s fees arising out of or resulting from any third-party claim based on or otherwise attributable to: (i) Indirect Reseller’s gross negligence or intentional misconduct; (ii) any misrepresentations made by Indirect Reseller with respect to SonarSource, the Authorized Distributor, or the SonarQube Products; including any misrepresentation of SonarSource’s authorisation of the Authorized Distributor or of Indirect Reseller; (iii) a breach of Section 2.4 (Trademarks), Section 3.3 (Business Conduct); (iv) any breach of the Incorporated Documents, including the Program Guide, deal registration terms and conditions and Rules of Engagement; (v) any claim brought by an End User against SonarSource that arises from or is attributable to any act, omission, representation, or warranty made by Indirect Reseller to that End User; (vi) Indirect Reseller’s procurement of SonarQube Products other than through an Authorized Distributor; and/or (vii) any of the conditions specified in Section 9.3.
10. LIMITATION OF LIABILITY
10.1. Exclusion of Certain Damages. IN NO EVENT WILL SONARSOURCE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL, OR OTHER ECONOMIC LOSS), OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY SONARQUBE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, WHETHER OR NOT SONARSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.2. Total Liability. SONARSOURCE’S TOTAL LIABILITY TO INDIRECT RESELLER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (I) AMOUNTS PAID TO SONARSOURCE DURING THE TWELVE (12) MONTH PERIOD LEADING UP TO THE CLAIM OR (II) FIFTY THOUSAND DOLLARS ($50,000.00 USD).
11. TERM AND TERMINATION
11.1. Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in effect for a term of one (1) year thereafter. At the end of such one (1) year term (“Expiration Date”), this Agreement will automatically renew unless either party notifies the other party, in writing, of its intent to not renew this Agreement, at least thirty (30) days prior to Expiration Date.
11.2. Termination For Cause. Either party may terminate this Agreement, at any time, if the other party breaches any material term of this Agreement and fails to cure that breach within thirty (30) days after notice thereof from the non-breaching party. SonarSource may also terminate this Agreement, at any time, if: (i) Indirect Reseller breaches any of its payment obligations under this Agreement and fails to cure that breach within ten (10) days after notice thereof from SonarSource; (ii) Indirect Reseller becomes the subject of a voluntary or involuntary petition in bankruptcy or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) Indirect Reseller is merged or consolidated, sells all or substantially all of its assets, or is subject to any substantial change in management or control.
11.3. Termination for Convenience. This Agreement may be terminated by SonarSource at will, for any reason or for no reason, upon no less than ninety (90) calendar days' prior written notice to Indirect Reseller. The parties acknowledge and agree that this Section 11.3 is a material inducement for each party to enter into this Agreement.
11.4. Effect of Termination. Upon the termination or expiration of this Agreement: (i) where applicable, the due dates of all outstanding invoices to Indirect Reseller for SonarQube Products will automatically be accelerated so they become due and payable on the date of termination or expiration, even if longer terms had been provided previously; (ii) all purchase orders or portions thereof remaining undelivered on the date of termination or expiration will automatically be canceled; (iii) each party will promptly destroy all Confidential Information of the other party in its possession or control, and will provide the other party with a certification, signed by one of its officers, certifying the destruction of all such Confidential Information; (iv) Indirect Reseller will cease using the Marks; and (v) Indirect Reseller will destroy or return to SonarSource any copies of SonarSource marketing collateral in Indirect Reseller’s possession or control.
11.5. No Damages Upon Termination; No Dealer Protection. INDIRECT RESELLER EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY COMPENSATION, INDEMNITY, TERMINATION FEE, OR DAMAGES UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAWS OF THE TERRITORY OR OTHERWISE, INCLUDING ANY DEALER OR PARTNER PROTECTION LAWS IN ANY APPLICABLE JURISDICTION UNDER ANY THEORY, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
11.6. Survival. The rights and obligations of the parties under Section 5 (Payments), Section 6 (Confidentiality), Section 8 (Warranties), Section 9 (Indemnification), Section 11.4 (Effect of Termination), Section 11.5 (No Damages upon Termination), Section 11.6 (Survival), Section 12 (Dispute Resolution) and Section 13 (General) will survive the termination or expiration of this Agreement.
12. DISPUTE RESOLUTION
12.1. This Agreement is governed by and construed in accordance with Swiss law. Any dispute, controversy, or claim arising under, out of, or relating to this Agreement shall be submitted to arbitration in accordance with the WIPO Expedited Arbitration Rules in effect at that date. The arbitral tribunal shall be in Geneva, Switzerland. The language to be used in any such proceedings shall be English. Notwithstanding the foregoing, any claim seeking solely preliminary, injunctive, or declaratory relief may be brought in a court of competent jurisdiction.
13. GENERAL
13.1. Assignment. Neither party may assign or transfer the Agreement or any obligation hereunder without the prior written approval of the other party, except that, SonarSource may assign or transfer this Agreement or any obligation hereunder to (i) a subsidiary or affiliate, or (ii) an entity acquiring all or substantially all of the assets of SonarSource, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section shall be void. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
13.2. Compliance with Law. Indirect Reseller will have and maintain all permits and licenses required by any governmental unit or agency and will comply with all applicable laws and regulations in performing this Agreement. If this Agreement or any transaction or act contemplated herein is legally required to be approved, registered, notified, or recorded with or by any government agency in the Territory, Indirect Reseller will assume all such obligations and will indemnify and hold harmless SonarSource from any liability or expenses (including reasonable attorneys' fees and costs) from any failure by Indirect Reseller to so comply.
13.3. Compliance with Foreign Corrupt Practices Act. It is the intent of the parties that all payments or transfers of value by SonarSource or Indirect Reseller made in connection with this Agreement comply with the anti-‐corruption or anti-‐bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and that neither SonarSource nor Indirect Reseller engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Indirect Reseller represents, warrants, and covenants that it and its affiliates and their respective owners, members, officers, directors, employees, agents, and representatives have not violated, and will strictly comply with, the anticorruption or antibribery laws, statutes, and regulations of any country including, but not limited to, the FCPA, which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein). For purposes hereof, “Covered Recipient” means a foreign official, foreign political party (including any official thereof) or candidate for foreign political office; and “Prohibited Purpose” means assisting a party to obtain or retain business for or with, or to direct business to, any person, by: (i) influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity; (ii) inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty; (iii) securing any improper advantage; or (iv) inducing a Covered Recipient to use such Covered Recipient’s influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof).
13.4. Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
13.5. English Language. The original of this Agreement has been written in English, and that version will govern. Indirect Reseller waives any rights it may have under any applicable law to have this Agreement written in any other language. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party.
13.6. Notices. Any notices to be provided under this Agreement should be sent by international courier service to the registered address of the party, or to such other address as that party may request in writing that notices be sent to. Notices may also be sent by e-mail if proof of receipt is obtained. E-mail notices to SonarSource must be sent to contact@sonarsource.com.
13.7. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
13.8. Relationship of the Parties. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party will have the power to bind the other party or to incur any obligations on its behalf, without the other party’s prior consent.
13.9. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
13.10. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
13.11. Equitable Relief. Indirect Reseller acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information of SonarSource will cause SonarSource irreparable injury and significant injury for which there are inadequate remedies at law. Accordingly, notwithstanding the provisions of Section 12, SonarSource will be entitled to obtain immediate equitable relief to enjoin any such breach, in addition to all other rights and remedies that it may have under this Agreement, at law or otherwise.
13.12. Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter.
13.13. Updates on the Portal. Notwithstanding anything to the contrary, this Agreement and the Incorporated Documents, as published on the Portal, may be updated by SonarSource from time to time in its discretion. SonarSource will use commercially reasonable efforts to notify Indirect Reseller of material updates to this Agreement via the Portal or by email to the address registered by Indirect Reseller. Indirect Reseller shall be bound by such updates, and it is the sole responsibility of Indirect Reseller to monitor the Portal for updates and changes. Where SonarSource requires re-acceptance of a materially updated Agreement, Indirect Reseller may be required to click “I Accept” or otherwise electronically confirm acceptance of the updated terms before continuing to participate in the Sonar Partner Program. Continued participation in the Sonar Partner Program or placement of orders for SonarQube Products through an Authorized Distributor following publication of any modifications shall in all cases constitute acceptance of the updated or modified terms. For clarity, notwithstanding anything to the contrary, in no event shall any sales representative or other sales employee of SonarSource be authorized to bind SonarSource, and any purported agreement by any such representative or employee, or any SonarSource representative not in fact authorized to bind SonarSource, shall be null and void and shall not be binding on SonarSource.
13.14. Representation of Authority and Voluntary Nature of Agreement. By clicking “I Accept” or otherwise electronically indicating acceptance of this Agreement, the individual doing so represents that they are duly authorized to bind Indirect Reseller in full to this Agreement. Indirect Reseller acknowledges and agrees that it has carefully read this Agreement and the Incorporated Documents, and fully understands and agrees to their contents. Indirect Reseller represents and warrants that it has entered into this Agreement freely and voluntarily, without duress, undue influence, or disparity of bargaining power; that it is a sophisticated party capable of evaluating the terms and risks hereof; that it accepts full responsibility for its decision to enter into this Agreement; and that it has been afforded a reasonable opportunity to seek independent legal counsel prior to execution hereof. Electronic acceptance of this Agreement shall have the same legal effect as a handwritten signature and constitutes a valid and binding agreement between SonarSource and Indirect Reseller.