Terms And Conditions

Reseller Terms & Conditions

BACKGROUND

Keboola provides subscription-based software-as-a-service data operations platform (“Keboola Connection”) that facilitates the extraction, transformation, loading and storage of data from various sources, accessible by default at https://connection.keboola.com or subdomains of that URL (the “Services”) under the terms of Keboola Master Software Subscription Agreement found at www.keboola.com/master-software-subscription-agreement, as amended from time to time (the “MSA”). The terms and conditions of the MSA and any defined terms provided therein are incorporated herein by reference. This Agreement supersedes any order form or agreement for the Services referenced in this Agreement entered into between the parties dated prior to the Effective Date
Keboola wishes to enable the Partner to resell Services to other third parties, subject to the terms and conditions of this Agreement.
NOW THEREFORE for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. RESELLER APPOINTMENT

1.1 Keboola appoints the Partner as a Keboola Authorized Reseller as referred to in the MSA. Subject to the conditions set forth in this Agreement, the Partner may resell the Services to a third party (the “Client”). The Client shall be prohibited from further reselling of the Services.

1.2 The Partner agrees to be bound by this Agreement, as well as by the MSA, and to ensure that the Client shall agree to the MSA and this Agreement (except this Section 1) when using the Services. The Partner undertakes to resell the Services solely under the terms set forth in this Agreement. Notwithstanding the foregoing, the Partner is allowed to include additional terms and conditions in an agreement between the Client and the Partner (the “Client Agreement”) concerning the Services, to the extent such additional terms and conditions do not contravene the MSA and this Agreement.

1.3. If a Geographic Restriction is expressly specified above, the Partner is only permitted to resell the Services to Clients within the region specified above, and for certainty, the Partner shall have no right to resell the Services beyond the specified region. To the extent the Client is present in multiple countries, the Client’s country of tax domicile shall be decisive.

1.4. If a Services Restriction is expressly specified above, the Partner is only permitted to resell the Services specified above, and for certainty, the Partner shall have no right to resell other Services.

1.5. If Clients Restriction is expressly specified above, the Partner is only permitted to resell the Services to Clients specified above, and for certainty, the Partner shall have no right to resell the Services to other Clients.

2. SERVICES AND FEES

2.1 Subject to this Agreement and subject to accepting the cooperation for each Client according to Section 2.2, Keboola shall grant:
(a) the Partner a license to access and use the Services defined in Annex 1 and specified for each Client in the Order Form (see details in Section 2.2) and always under the terms of the MSA, and in accordance with any other limitations set forth herein or in the Order Form, for the sole purpose of reselling Services by the Partner to Clients under the terms of this Agreement, in exchange for the Fees payable by the Partner to Keboola according to this Agreement; and
(b) each Client access to use the Keboola Connection platform for their internal analytics purposes (unless the Order Form allows for different purpose according to Section 2.2 (b)), and in accordance with any other limitations set out below or in the Order Form and provide any other Services set out in the Order Form, always for the periods stated in the Order Form, with no additional Fees to be charged by Keboola to the Client unless expressly provided otherwise in the Order Form (and with the Partner being allowed to charge the Client at the Partner’s discretion for the Services resold to the Client.

2.2 Acceptance Procedure:
(a) Resale under default terms: The Annex 1, as amended from time to time, provides for the default scope of Services, terms of such Services and Fees payable by the Partner to Keboola for each Client using the Services. To resell the Services to any Client under such default terms, the Partner shall issue an Order Form for such Client substantially in the form attached hereto as Annex 2 and send it to Keboola. If the Order Form complies with this Agreement and if Keboola does not object to the Order Form within 10 days following the Order Form delivery to Keboola, such Order Form is accepted even if Keboola does not sign it.
(B) Resale under custom terms: The Partner and Keboola may deviate from the default terms by signing an Order Form substantially in the form attached hereto as Annex 2 , specifying the different terms, such as Fees, billing period or purpose.

2.3 Amendments to Annex 1: Keboola may amend Annex 1 – the default terms, under which the Partner may resell the Services, including the Fees payable by the Partner to Keboola for such Services, with at least 45 days written notice. Following the effective date of the amendment, the Client is only allowed to resell the Services by default under the new Annex 1.

2.4 Keboola may suspend the Services to the Partner and any Client, if the Partner is in delay with payment of any Fees for more than 30 days following a notice of delayed payments by Keboola to the Partner.

2.5 In case that (i) the Partner is in delay with payment of any Fees for more than 60 days, following a notice of delayed payments by Keboola to the Partner or (ii) Keboola terminates this Agreement under or (iii) any Client who has been resold the Services by the Partners makes a substantiated and reasonable complaint with Keboola about the Partner’s resale and follow-up activities and the Partner does not remedy the cause of the complaint within 30 days from Keboola’s notice of such complaint, Keboola may request the Partner, and the Partner shall provide a reasonable cooperation, to assign the Client Agreement from the Partner to Keboola or otherwise achieve a direct service by Keboola of the Client with the Services. This provision shall survive Termination.

3. INVOICES AND PAYMENT DUE DATES

3.1 The Fees are payable in advance, always for the subscription period of the Services (see Annex 1) , unless the Order Form confirmed under Section 2.2 (b) provides otherwise, based on invoices issued by Keboola and are to be paid by wire transfer to the bank account designated by Keboola on the respective invoice within 15 days upon the invoice issuance.

4. PARTNER OBLIGATIONS AND RESTRICTIONS
4.1 Partner Obligations. The Partner hereby agrees to, at its sole cost and expense:
Maintain full and up-to-date records of all marketing and sales activities, including each Client Agreement, and promptly provide copies of (i) each Client Agreement to Keboola and (ii) other such records to Keboola upon request;
Comply with all applicable laws in the performance of its obligations under this Agreement and in its resale, including, but not limited to, data privacy laws and anti-spam laws;
Be bound by and comply with the policies and procedures related to the marketing of Keboola Services as notified by Keboola to the Partner in writing from time to time;
Promptly report to Keboola any bugs or technical defects in relation to the Keboola Services it becomes aware of and reasonably cooperate with Keboola’s attempts to remedy same; and
Notify Keboola of any activity or behaviour it becomes aware of which may be in breach of any Service Agreement, or any other agreement between the Client and Keboola that the Partner is aware of.
4.2 Partner Restrictions. The Partner shall not itself, nor shall it authorize, assist or encourage any third party to:
Engage in any activities that may directly or indirectly damage or disparage the goodwill or reputation of Keboola, a Keboola Affiliate or the Keboola Services;
Create any content or otherwise transmit any information or material that (i) is false or misleading, (ii) is harassing or invades another’s privacy, harms minors in any way, or is in any way discriminatory, (iii) is obscene, or (iv) infringes another’s rights, including but not limited to intellectual property rights;
Engage in fraudulent activity.
4.3 Partner’s Services to Third Parties. The parties acknowledge and agree that Partner may provide other services to Leads or Clients not expressed or described herein (“Partner Services”), such as configuration, installation, technical support, and integration, in connection with the Keboola Services. In relation to the Partner’s provision of Partner Services, if applicable, the Partner hereby agrees to:
Provide Partner Services in a manner consistent with best industry standard levels of service, which include, but are not limited to, employing professionalism, demonstrating technical capability, and offering high levels of knowledge relating to the services offered;
Comply with all applicable laws in the performance of any Partner Services;
Not access or use any Client’s Keboola Services account without such Client’s prior written consent;
Not encourage, participate in, facilitate, or in any way condone, a Client’s breach of the Service Agreement.
4.4 In no event shall Keboola be responsible or liable for any Partner Services offered or provided to Clients.

5. DATA PRIVACY AND SECURITY
5.1 Keboola takes data security and privacy seriously and shall manage and protect the privacy of Client Data and Personal Information in accordance with data management and security standards set out in Keboola’s Security Whitepaper (as amended from time to time, available online at http://www.keboola.com/docs/whitepaper), in accordance with the terms and conditions of the Agreement.
5.2 The terms and conditions of the Data Processing Agreement found at www.keboola.com/dpa, as amended from time to time (the “DPA”) are incorporated herein by reference and the DPA is entered into between Keboola and the Client upon the execution of this Agreement, unless Keboola and the Client entered into a standalone data processing agreement and unless neither Keboola nor the Client is required to enter into a data processing agreement taking into account the nature of Client Data and other aspects of the Services.

6. TERMINATION
6.1 Term. This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with the terms herein for the Term as specified in section “Key Terms” above.
6.2 Termination. This Agreement may be terminated (“Termination”):
By Keboola, immediately upon notice to the Partner in the event the Partner is in delay with the payment of any Fees for more than 30 days following a notice of delayed payments made by Keboola to the Partner;
By Keboola, immediately upon notice to the Partner in the event of a material breach, gross negligence, or fraud by the Partner;
By either party, for any or no reason, with 60 days’ prior written notice to the other party.
By mutual agreement of the parties.
6.3 Any provision of this Agreement which imposes an obligation on either party after Termination shall survive Termination.
6.4 Following the Termination, the Partner shall no longer be allowed to resell the Services to third Parties and use the Services but the Services sold to Clients before the Termination of, and in accordance with, this Agreement, shall continue under the terms of existing Client Service Agreements.

7. CONFIDENTIAL INFORMATION
7.1 Non-Disclosure. Except as may be permitted pursuant to this Agreement or otherwise by Keboola from time to time with prior written consent, the Partner shall not, during the Term or any time thereafter, use in any way or disclose to any third party or to the general public, any information relating to, or disclosed by, Keboola or its clients which is not generally known to the public or which would be reasonably considered confidential and proprietary to Keboola or its clients (“Confidential Information”).
7.2 Permitted Disclosure. Notwithstanding the non-disclosure obligations under Section 7.1 above, the Partner shall be entitled to disclose Confidential Information:
to any attorney, accountant, tax advisor or financial advisor whom the Partner retains for the purpose of obtaining professional or financial advice or services or to any governmental taxing authority, provided, however, that prior to disclosing any such information, the Partner advises any such person to whom it intends to disclose the information (other than taxing authorities) that such information is strictly confidential and may not be disclosed, published, publicized or disseminated by such person; and
if ordered by a court of competent jurisdiction, provided that the Partner promptly notify Keboola, consult with Keboola and cooperate with Keboola in any attempt to resist or narrow such disclosure, or to obtain an order or other assurance that such information will be accorded confidential treatment.
Notwithstanding any disclosure required by law pursuant to the foregoing, the Confidential Information disclosed will, for all other purposes, continue to be treated as Confidential Information.
7.3 Equitable Relief. This Section 7.3 does apply if the Agreement is governed by Czech law. Any disclosure of Confidential Information by the Partner in breach of this Agreement may result in irreparable harm to Keboola, its affiliates (including a Keboola Affiliate) and/or its customers and clients, which cannot be adequately compensated in damages, and Keboola, in addition to all other remedies available, shall be entitled to injunctive or other equitable relief to restrain such breach. Keboola shall be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, to a temporary or permanent injunction restraining the Partner from engaging in or continuing any such breach hereof.
7.4 Survival. This Section 8 shall survive the termination of this Agreement.

8. INTELLECTUAL PROPERTY
8.1 IP Ownership. Keboola retains all rights, title and interests in and to the Keboola Services, the Materials, any deliverable arising pursuant to this Agreement, and all Confidential Information (collectively, “Keboola IP”), and Keboola does not grant the Partner any intellectual property rights of any kind whatsoever in or to the Keboola IP or any of its constituent components, other than as expressly provided herein.
8.2 Trademark Use. The Partner shall not use any of Keboola’s trademarks or logos (included as Keboola IP for the purposes of this Agreement) for any reason whatsoever, unless and only to the extent duly authorized in writing by Keboola. If so authorized, the Partner shall only use such trademarks or logos in accordance with the branding and usage guidelines or policies provided by Keboola from time to time.
8.3 IP Restrictions. Without limiting the generality of Section 7.1 above, the Partner shall not alter, modify, amend, enhance, improve, or manipulate in any way, any part or whole of the Keboola IP (“Unauthorized Improvements”). Notwithstanding the foregoing, the Partner waives any and all moral rights attached to Unauthorized Improvements and agrees that such Unauthorized Improvements shall be deemed as owned by Keboola.
8.4 Service Suggestions. The Partner hereby grants Keboola a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations or other feedback provided by the Partner to Keboola.

9. FINAL PROVISIONS
9.1 Notices. Unless otherwise specified herein, all notices or other communication that the parties give each other in connection with this Agreement shall be in writing, and shall be delivered by e-mail to the address provided in the signature block of this Agreement. Notice shall be deemed received on the business day following its delivery.
9.2 Assignment. This Agreement may be assigned by Keboola without prior notice to the Partner. This Agreement is not assignable by the Partner. This Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter herein, and supersedes all prior negotiations, representations and agreements relating thereto. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
9.4 Amendment. No amendment, or modification of any provision of this Agreement shall be binding unless in writing and signed by both parties, except the amendments to Annex 1, as permitted in this Agreement.
9.5 Non-Solicitation. During the term of this Agreement and continuing for twelve months following the expiration or termination of this Agreement, each party agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by or contracted by the other party.
9.6 Independent Contractors. Each party shall be solely responsible and liable for its applicable taxes, insurance premiums, and employment benefits. The parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture, partnership, employment or agency relationship. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. This provision shall survive Termination.
9.7 Governing Law and Jurisdiction. Based on the domicile of Keboola contracting entity, the following applies:
If Keboola contracting entity is domiciled in the Czech Republic, then this Agreement and the rights and obligations of the parties to and under this Agreement shall be governed, subject to and interpreted in accordance with the laws of the Czech Republic (the Czech Republic is a member of the European Union) and all disputes arising from the present Agreement and/or in connection with it shall be resolved exclusively by the competent courts of the Czech Republic.
If Keboola contracting entity is domiciled in the United States, then this Agreement and the rights and obligations of the parties to and under this Agreement shall be governed by and construed under the laws of the United States and the State of Illinois, without giving effect to conflicts of laws rules or principles and the state and federal courts located in Illinois shall have the exclusive jurisdiction to entertain any action arising under this Agreement. Each party hereto hereby irrevocably agrees to the exclusive jurisdiction and venue of such courts.
9.8 Counterparts. This Agreement may be executed in any number of separate original counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one Agreement. This Agreement may be executed and transmitted by the parties in digital form (for example: *.jpg, *pdf, *.tif, via DocuSign) and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered and executed an original Agreement. The same applies to Order Forms
9.9 Survival. This Section 11 shall survive Termination.

Referral Terms & Conditions

INTRODUCTION

Keboola provides subscription-based software-as-a-service data hub platform that facilitates data integration, augmentation, sandboxing, process automation, data science and DataOps services accessible at https://connection.keboola.com or subdomains of that URL (the “Keboola Services”);and
Keboola wishes to permit Referrer to market and promote Keboola and the Keboola Services to prospective clients of the Keboola Services, subject to the terms and conditions of this Agreement.
NOW THEREFORE for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows
REFERRAL RIGHT
Client is a Lead that enters into a service agreement with Keboola, in a form satisfactory to Keboola in Keboola’s sole and absolute discretion (the “Service Agreement”), within six (6) months from the date of Referral (as defined below in 1.3), unless, in Keboola’s bona fide determination:
such Lead was referred to, or engaged by, Keboola prior to the Effective Date;
such Lead was first referred to Keboola by another person that is not the Referrer, or
the introduction made to such Lead was not relevant or not directly assistive to the consummation of the Service Agreement.
Promotional Right. Subject to the terms and conditions of this Agreement, Keboola hereby grants to the Referrer the limited, non-transferable and revocable right to market and promote Keboola and the Keboola Services (the “Promotional Right”) for the purpose of (a) generating potential clients of the Keboola Services (each a “Lead”) for Keboola, and (b) generating Client sales on the Keboola Services.
Lead Referral. The Referrer shall register each lead to Keboola (a “Referral”), using the Keboola partner referral lead registration page at https://www.keboola.com/partner-opportunity-registration using Sales Referral Id A-0000103.
Geographic Restriction. If a geographic restriction is expressly specified above (a) the Promotional Right shall be limited by the region specified above, and for certainty, the Referrer shall have no Promotional Rights outside of the region specified; and (b) the Referrer shall not be entitled to any Referral Fees in connection with Leads or Clients that are located outside of the geographic region specified.
Early stage Referral Lead is when Referrer introduces a Lead to Keboola in the early stage of the process (qualification). From qualification criteria, the Referrer must have identified a Pain/usecase and the Decision Maker of the Lead.
Late Stage Referral Lead is when Referrer introduces a Lead to Keboola in the late stage of the process (presenting a proposal approved by Keboola) and Keboola is mainly involved in the negotiation of the final agreement.
REFERRAL FEES
Referral Fees. Subject to the terms and conditions of this Agreement, the Referrer shall be entitled to the applicable referral fees set out above in the Key Terms section (the “Referral Fees”) for each Client. Unless expressly provided otherwise, the Referral Fees shall be calculated as a specified percentage of fees paid by the Client for Keboola Services during the specified period.
Payment. Referral Fees shall be calculated monthly in arrears. Each month, Keboola shall pay to the Referrer any Referral Fee entitlements accumulated in the preceding month. If the total Referral Fee entitlement for any month is less than $1000.00 or its equivalent, Keboola may delay such payment (without interest or penalty) to the next month, or until the next month where the total Referral Fee entitlement results in a payout of at least $100.00. Under no circumstance will Keboola be obligated to pay Referral Fees of any kind to the Referrer unless Keboola (or a Keboola Affiliate) has first received the corresponding fees from the applicable Client.
Refunds. If for any reason Keboola makes a payment to the Referrer in error, or in the event of any chargeback or Client refund relating to any fees payable to the Referrer hereunder, Keboola shall be entitled to a refund of the corresponding payments made to the Referrer. Without limiting any other term provided herein, Keboola’s foregoing right to receive a corresponding payment from the Referrer in relation to a Client refund shall expire after 12 months from the payment of the applicable Referral Fees. Keboola may, in Keboola’s sole discretion, offset such refundable amounts against any fees Keboola otherwise owes to the Referrer hereunder, or to invoice the Referrer for such amounts
REFERRER OBLIGATIONS
Referrer Obligations. The Referrer hereby agrees to, at its sole cost and expense:
Actively and professionally exercise its Promotional Right, and all other obligations herein, pursuant to the terms and conditions of this Agreement;
Maintain full and up-to-date records of all marketing and sales activities and Leads, including their contact details, engaged by the Referrer, and promptly provide such records to Keboola upon request;
Comply with all applicable laws in the performance of its obligations under this Agreement and in its exercise of the Promotional Right, including, but not limited to, data privacy laws and anti-spam laws;
Be bound by and comply with the policies and procedures related to the marketing of Keboola Services as notified by Keboola to the Referrer in writing from time to time;
Promptly report to Keboola any bugs or technical defects in relation to the Keboola Services it becomes aware and reasonably cooperate with Keboola’s attempts to remedy the same; and
Notify Keboola of any activity or behaviour it becomes aware of which may be in breach of any Service Agreement, or any other agreement between the Client and Keboola that the Referrer is aware of.
Referrer Restrictions. The Referrer shall not itself, nor shall it authorize, assist or encourage any third party to:
Engage in any activities that may directly or indirectly damage or disparage the goodwill or reputation of Keboola, a Keboola Affiliate or the Keboola Services;
Engage any customer or client of Keboola (or a Keboola Affiliate) for the purpose of diverting or appropriating any of the Keboola’s business;
Encourage any Client to terminate its Service Agreement, or otherwise end or lessen their commercial relationship with Keboola;
Create any content or otherwise transmit any information or material that (i) is false or misleading, (ii) is harassing or invades another’s privacy, or harms minors in any way, or is in any way discriminatory, (iii) is obscene, or (iv) infringes another’s rights, including but not limited to intellectual property rights;
Engage in fraudulent activity.
Referrer’s Services to Third Parties. The parties acknowledge and agree that Referrer may provide other services to Leads or Clients not expressed or described herein (“Referrer Services”), such as configuration, installation, technical support, and integration, in connection with the Keboola Services. In relation to the Referrer’s provision of Referrer Services, if applicable, the Referrer hereby agrees to:
Not represent itself as having any authority from, agency with, or affiliation with, Keboola to provide such Referrer Services, unless expressly granted by Keboola in writing;
Provide Referrer Services in a manner consistent with best industry standard levels of service, which include, but are not limited to, employing professionalism, demonstrating technical capability, and offering high levels of knowledge relating to the services offered;
Comply with all applicable laws in the performance of any Referrer Services;
Not access or use any Client’s Keboola Services account without such Client’s prior written consent, and thereafter only to the extent so consented and so permitted by Keboola in writing;
Not encourage, participate in, facilitate, or in any way condone, a Client’s breach of the Service Agreement.
In no event shall Keboola be responsible or liable for any Referrer Services offered.
KEBOOLA OBLIGATIONS
Keboola Obligations. Keboola hereby agrees to provide Referrer with all of the following:
Up-to-date product price lists relating to the Keboola Services, which can only be changed with 30 days written notice;
Up-to-date technical information and marketing materials relating to the Keboola Services (“Materials”); and
Prompt notification relating to (i) Lead approval or disqualification, and (ii) any Lead conversion to Client.
Demo Access. Keboola hereby agrees to provide Referrer with limited and revocable access to a working demonstration version of the Keboola Services (“Demo Access”). With respect to Demo Access, the Referrer shall not do any of the following:
Use the Keboola Services for any purpose other than for the exercise of the Promotional Right or as expressly authorized by Keboola in writing from time to time;
Allow any third party to use the Referrer’s Demo Access;
Decompile, disassemble or undertake any form of reengineering or reverse-engineering process on any part or whole of the Keboola Services, or provide assistance in any effort of a third party to do so; or
Use the Keboola Services for any purpose which may be competitive to Keboola;
Remove, cover, or otherwise alter any name or other identifying marks on the Keboola Services; or
Reproduce any part or whole of the Keboola Services.
TERM AND TERMINATION
Term. This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with the terms herein (the “Term”).
Termination. This Agreement may be terminated (“Termination”):
By Keboola, immediately upon notice to the Referrer, in the event of a material breach, gross negligence, or fraud by the Referrer;
By either party, for any or no reason, with 30 days’ prior written notice to the other party.
By mutual agreement of the parties.
Consequence of Termination.
In the event of Termination pursuant to Section 5.2(a), the Referrer shall forfeit any and all entitlement to unpaid Referral Fees otherwise accrued, and which thereafter would otherwise accrue.
In the event of Termination by notice from the Referrer to Keboola pursuant to Section 5.2(b), the Referrer shall be entitled to all unpaid Referral Fees accrued prior to the date of Termination, but shall forfeit any and all entitlement to Referral Fees that would otherwise accrue thereafter.
In the event of Termination by notice from Keboola to the Referrer pursuant to Section 5.2(b), the Referrer shall be entitled to (i) all unpaid Referral Fees accrued prior to the date of Termination; and (ii) for six months from the date of Termination, the Referral Fees attributable to (A) any Clients which was a Client as of the Termination date, and (B) any Clients which became a Client thereafter but which were Leads as of the Termination date.
Any provision of this Agreement which imposes an obligation on either party after Termination shall survive Termination.
CONFIDENTIAL INFORMATION
Non-Disclosure. Except as may be permitted pursuant to this Agreement or otherwise by Keboola from time to time with prior written consent, the Referrer shall not, during the Term or any time thereafter, use in any way or disclose to any third party or to the general public, any information relating to, or disclosed by, Keboola or its clients which is not generally known to the public or which would be reasonably considered confidential and proprietary to Keboola or its clients (“Confidential Information”).
Permitted Disclosure. Notwithstanding the non-disclosure obligations under Section 6.1 above, the Referrer shall be entitled to disclose Confidential Information:
to any attorney, accountant, tax advisor or financial advisor whom the Referrer retains for the purpose of obtaining professional or financial advice or services or to any governmental taxing authority, provided, however, that prior to disclosing any such information, the Referrer advises any such person to whom it intends to disclose the information (other than taxing authorities) that such information is strictly confidential and may not be disclosed, published, publicized or disseminated by such person; and
if ordered by a court of competent jurisdiction, provided that the Referrer promptly notify Keboola, consult with Keboola and cooperate with Keboola in any attempt to resist or narrow such disclosure, or to obtain an order or other assurance that such information will be accorded confidential treatment.
Notwithstanding any disclosure required by law pursuant to the foregoing, the Confidential Information disclosed will, for all other purposes, continue to be treated as Confidential Information.
Equitable Relief. This Section 6.3 does apply if the Agreement is governed by Czech law. Any disclosure of Confidential Information by the Referrer in breach of this Agreement may result in irreparable harm to Keboola, its affiliates (including a Keboola Affiliate) and/or its customers and clients, which cannot be adequately compensated in damages, and Keboola, in addition to all other remedies available, shall be entitled to injunctive or other equitable relief to restrain such breach. Keboola shall be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, to a temporary or permanent injunction restraining the Referrer from engaging in or continuing any such breach hereof.
Survival. This Section 6 shall survive the termination of this Agreement.
INTELLECTUAL PROPERTY
IP Ownership. Keboola retains all right, title and interest in and to the Keboola Services, the Materials, any deliverable arising pursuant to this Agreement, and all Confidential Information (collectively, “Keboola IP”), and Keboola does not grant the Referrer any intellectual property rights of any kind whatsoever in or to the Keboola IP or any of its constituent components, other than as expressly provided herein.
Trademark Use. The Referrer shall not use any of Keboola’s trademarks or logos (included as Keboola IP for the purposes of this Agreement) for any reason whatsoever, unless and only to the extent duly authorized in writing by Keboola. If so authorized, the Referrer shall only use such trademarks or logos in accordance with the branding and usage guidelines or policies provided by Keboola from time to time.
IP Restrictions. Without limiting the generality of Section 7.1 above, the Referrer shall not alter, modify, amend, enhance, improve, or manipulate in any way, any part or whole of the Keboola IP (“Unauthorized Improvements”). Notwithstanding the foregoing, the Referrer waives any and all moral rights attached to Unauthorized Improvements and agrees that such Unauthorized Improvements shall be deemed as owned by Keboola.
Service Suggestions. The Referrer hereby grants Keboola a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations or other feedback provided by the Referrer to Keboola.
INDEPENDENT CONTRACTOR
Each party shall be solely responsible and liable for its applicable taxes, insurance premiums, and employment benefits. The parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture, partnership, employment or agency relationship. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. This provision shall survive Termination.
NO ADDITIONAL COMPENSATION AT TERMINATION
To the extent the relationship between the parties hereunder would qualify as a commercial agency and the Referrer would be entitled to any mandatory compensation or damage at the Termination, the parties hereby agree and confirm that the Referral Fees as agreed herein represent the fair compensation also in case of the Termination and the Referrer confirms that it would be neither fair nor appropriate to claim any additional compensation or damages because of the Termination and undertakes to not do so.
INDEMNIFICATION
THE REFERRER HEREBY INDEMNIFIES AND AGREES TO HOLD KEBOOLA AND ITS AFFILIATES (INCLUDING KEBOOLA AFFILIATES), AND THEIR OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM AND AGAINST ALL DEMANDS, COMPLAINTS, ACTIONS, SUITS, CLAIMS, PENALTIES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ AND PROFESSIONALS’ FEES) OF ANY KIND WHATSOEVER ARISING OUT OF (A) ANY COMMUNICATIONS OR ACTIVITIES OF THE REFERRER MADE IN CONNECTION WITH THIS AGREEMENT; (B) ANY NEGLIGENT ACTS OR OMISSIONS OF THE REFERRER; (C) ANY BREACH BY THE REFERRER OF ITS COVENANTS, REPRESENTATIONS, OR WARRANTIES HEREUNDER; (D) ANY ACT OF THE REFERRER OR ITS OFFICERS, EMPLOYEES, OR AGENTS, BEYOND THE SCOPE OF THE REFERRER’S AUTHORITY HEREUNDER; OR (E) THE REFERRER’S PROVISION OF REFERRER SERVICES. THIS INDEMNITY SHALL SURVIVE TERMINATION.
EACH PARTY HEREBY INDEMNIFIES AND AGREES TO HOLD THE OTHER PARTY AND ITS AFFILIATES (INCLUDING KEBOOLA AFFILIATES), AND THEIR OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM AND AGAINST ALL DEMANDS, COMPLAINTS, ACTIONS, SUITS, CLAIMS, PENALTIES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ AND PROFESSIONALS’ FEES) OF ANY KIND WHATSOEVER ARISING OUT OF THE ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT FOR INTELLECTUAL PROPERTY PROVIDED BY THE OTHER PARTY RELATING TO THE DELIVERY OR USE OF THE SERVICES (BUT EXCLUDING ANY INFRINGEMENT CONTRIBUTED AND CAUSED BY THE OTHER PARTY).
This Section 10 does apply if the Agreement is governed by Czech law.
LIABILITY LIMITATION
EXCEPT FOR THE REFERRER’S INDEMNITY OBLIGATIONS UNDER SECTION 10 HEREIN (IF APPLICABLE), EACH PARTY’S LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES AND NOT EXCEED THE REFERRAL FEES PAID OR PAYABLE TO THE REFERRER DURING THE TWELVE MONTHS PRECEDING ANY SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW. THIS PROVISION SHALL SURVIVE TERMINATION.
GENERAL
Notices. Unless otherwise specified herein, all notices or other communication that the parties give each other in connection with this Agreement shall be in writing, and shall be delivered by email to the address provided in the signature block of this Agreement. Notice shall be deemed received on the business day following its delivery.
Assignment. This Agreement may be assigned by Keboola without prior notice to the Referrer. This Agreement is not assignable by the Referrer. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter herein, and supersedes all prior negotiations, representations and agreements relating thereto. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Amendment. No amendment, or modification of any provision of this Agreement shall be binding unless in writing and signed by both parties.
Non-Solicitation. During the term of this Agreement and continuing for twelve months following the expiration or termination of this Agreement, each party agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by or contracted by the other party.
Governing Law and Jurisdiction. Based on the indication in “Key Terms” section above, the following applies:
If provided for “USA”, then this Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the United States and the State of Illinois, without giving effect to conflicts of laws rules or principles and the state and federal courts located in Illinois shall have the exclusive jurisdiction to entertain any action arising under this Agreement. Each party hereto hereby irrevocably agrees to the exclusive jurisdiction and venue of such courts.
If provided for “Czechia”, then this Agreement and the rights and obligations of the parties under this Agreement shall be governed, subject to and interpreted in accordance with the laws of the Czech Republic (the Czech Republic is a member of the European Union) and all disputes arising from the present Agreement and/or in connection with it shall be resolved exclusively by the competent courts of the Czech Republic.
If provided for “Canada”, then this Agreement shall be governed and construed in accordance with the laws of the province of British Columbia and the laws of Canada as applicable and for the purposes of all legal proceedings, this Agreement shall be deemed to have been performed in the Province of British Columbia and the courts of the Province of British Columbia shall have the exclusive jurisdiction to entertain any action arising under this Agreement. Each party hereto hereby irrevocably attorneys to the jurisdiction of the courts of the Province of British Columbia.
Counterparts. This Agreement may be executed in any number of separate original counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one Agreement. This Agreement may be executed and transmitted by the parties in digital form (for example: *.jpg, *PDF. *.tif, via DocuSign) and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered and executed an original Agreement.
Survival. This Section 12 shall survive Termination.