Terms and Conditions for Visma Solutions ISV Partner Programs and usage of API of Netvisor, Severa, Maventa and Navita solutions

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1 Terms and Conditions for Visma Solutions ISV Partner Programs and usage of API of Netvisor, Severa, Maventa and Navita solutions Please read carefully these terms and conditions before you join the programs and before using any of Visma Solutions API s. When You start developing your application, integration or service based on our API You are entering into a legal binding agreement with Visma Solutions and You have to agree to all of these terms. If You do not agree to all of the terms of this Agreement, You may not use any of the Program or partner services or develop anything based on our API s. Please do note, that there might exist a solution specific Terms and Conditions document, which You must also accept before You may start to use a solution specific API. 1. Context These terms and conditions apply all Partner Programs ( Programs ) for Independent Software Vendors ( ISV ) in Visma Solutions. These terms and conditions also governs Visma Solutions Application Development and Integration Partners rights to use and access content in Netvisor, Severa, Maventa and Navita solutions ( Our Solutions ) through their API s for purposes of developing, implementing and publishing 3rd party cloud, mobile and on premises applications or business 2 business services based on Our Solutions. a. Joining the programs To join the Program, You must submit a complete program application through our Programs site, accept and undersign the applicable agreements (ie these Terms and Conditions and separate API usage agreements of Visma Solutions product You are going to integrate with), and be accepted into the Program by Visma Solutions Oy. For the avoidance of doubt, acceptance in these Programs does not authorize You to resell or sublicense our services. Visma Solutions withholds the right to approve or disapprove any application at its own discretion at any time. b. Available Programs There are two programs available: For development partners ie software vendors with value added business tools, mobile applications, cloud solutions, and off the shelf connectors between Our Solutions and 3rd party products. 1

2 For integration partners ie system integrators and other service providers, who work on create once, use once basis as projects. An ISV may participate into more than one program. c. Levels of the Partnership There are available two levels for the partnership: An ISV, who has been accepted into Program and has implemented a commercially available value added business tool, cloud solution, mobile app, productized integration with any of Our Solutions or who is technically competent to implement software development or data processing services for our customers, partners or us will be labeled as Partner ( Partner ). Approval practices for the offering and competencies are outlined in chapter 3.b and and defined in details in our Partner Program site ( Add site link here ) and the Community ( add link here ). An ISV, who has passed the certification process outlined in chapter 3.c and defined in details in the Programs www site will be labeled as Premium Partner ( Premium Partner ). d. Program Administration Visma Solutions may use the contact details You have provided us to send information about the Programs, including information about related events and training opportunities, invitations to participate in surveys and research opportunities, and other information supporting Your efforts to deliver solutions based on Our Solutions. e. Fee and Revenues There are neither participation nor certification fees in Visma Solutions partnership Programs. As a Partner You may choose Your own business and revenue model including customer pricing. Visma Solutions will add only possible API pricing and generated transactions for our invoices issued to our customers. In Premium level exact shared business model including shared value proposition and possible revenue sharing etc. will be defined in separate negotiations, and mutually agreed terms will be labeled as attachment of this Agreement. Appointed by either Party any matter which is not explicitly agreed in advance as basis for a payment cannot be used as ex post requirement for payments stated for other Party. 2

3 f. Usage of the API s As used in these terms, API means programmatic web API s and associated tools and documentation Visma Solutions makes available. 2. Publicity, Marketing and IPR s a. Identifying You as Visma Solutions Partner Visma Solutions will list Your company and application, integration or service name and description, link to Your website, and other general information in our partner Program Site, relevant product Market Places, the Community and similar resources after approval of the offering as described in chapter 3.b. After being accepted into partnership program Visma Solutions does expect in the minimum level You to add our program and related product logos and names into Your www site and similar resources. However You may not issue any press release or other public statement of Your participation in the Programs without our prior written consent except as content published in the Community. b. Ownership and use of the Program Content Visma Solutions owns and reserves all right, title, and interest in and to the Program Content. Visma Solutions grant You a limited, revocable, non exclusive, non sublicensable, non transferable license to reproduce and distribute the Program Content solely for the purpose of marketing our and Your services to your customers. c. Intellectual Property Rights On the basis of this agreement all intellectual property rights, including copyright, patents, trademarks and trade secrets remain to the owning party, no intellectual property rights are disclosed to the other party. 3. Program Content a. Benefits for Partners When You are accepted into the Program, You may receive certain benefits described on the Program s Site. These benefits cover: free development licenses of our solutions including access to dedicated sandbox through API shared marketing and sales actions application, integration or service description in public marketplace access to our community for interaction between You, Visma Solutions, our customers and other partners participation into customer and partner events access to motivation and education packages Visma Solutions hopes to get new ideas as program contents from the Partners. 3

4 b. Approval of the Offering Approval of the application, integration or service consist of light self evaluation of security, quality, performance management, monitoring and change management practices. This evaluation will be based on trust, ie You confirm that these areas are defined as internal practices and you have created self control practices for them, but Visma Solutions will not execute external evaluation, unless there is special need for this. Our strategic intent for self evaluation is described in chapter 4, Programs site and the Community. c. Certification Process for the Premium Partnership level In Premium Level exact practices, targets and actions of the partnership will be defined in separate negotiations, and mutually agreed terms will be labeled as attachment of this Agreement. Certification process consist of formal business evaluation presented as business model canvas and solution development and delivery practice evaluation as defined in Programs site and the Community. 4. Partner s Responsibilities When You are accepted into the Program, You are expected to set up practices for: business planning including defining business targets and key actions for commercial success of Your offering related to Our Solutions like defining concrete sales and marketing actions, product management including end user, integration and solution administration documentation, and license or user seat management and customer invoicing, software development and quality assurance including testing paying especially attention for security, quality and performance management, solution delivery including configuration and change management, distribution to end users, managing runtime environments if needed and their monitoring, organise customer support during customer s typical business hours and define communication channels for Visma Solutions technical and commercial support. You shall also be liable that Your application or Your integration related to Our solutions fulfill the requirements of applicable laws and regulations regarding electronic commerce, personal data and other applicable laws and regulations. Requirements for these responsibilities are defined in more details on the Program's site ( Add site link here ) and the Community ( Add site link here ). 5. Approved and Restricted Use of Our Open API s and Content of Our Solutions 4

5 a. API License Granted to You As long as You follow these Terms and Conditions, we grant You a limited, non exclusive, non assignable, non transferable and non sublicensable right and license under Visma Solutions intellectual property rights to use and make calls to the APIs and to display fetched data ( Data ) through your value added application, solution or tool ( Your Application ) or integration ( Your Integration ) between Our Solution and Your Application or between Our Solution and 3rd party solution. to develop, test, operate and support Your Application or Your Integration to let your customers use Your Application or Your Integration with Our Solutions. b. Usage of the API and the Data requires that You grant You are solely responsible for the development, implementation, operation, maintenance and support of Your Application or Your Integration including all employees and subcontractors needed in all actions during lifecycle of your Application or Your Integration. You acknowledge that neither We nor Our suppliers are responsible in any manner, and You are solely responsible for Data Your Application has created, updated or deleted from Our Solutions. If should happen Data would become corrupted the party responsible for the application which has caused the corruption shall immediately start corrective actions like bug fixing, correcting the data and communicating the situation to the end customer. You have notified all users of Your Application or Your Integration that their Data will be transmitted outside Your Application. You grant You have all the necessary rights, licenses and permissions for Your customers to use, distribute and display data in Your Application. You implement two way connectivity with Our Solutions with proper error handling, data transfer logging in transaction level and application monitoring. Solution API keys must be used as unique identifier to identify all transactions submitted through Our Solutions s API s. If API key is stored in your application, integration or service, special attention should be paid security as well as integrity of the API keys. You shall contact us immediately if You believe a third party may be using Yours or Your customer s API key, or if the API key is stolen or lost. We shall not be liable for any unauthorized access to or usage of Our Solutions due to misuse of Your s or Your Customer s API keys. 5

6 c. What may not be done You may not interfere or attempt to interfere in any matter with the functionality or proper functioning of Our Solutions. You may not access or provide access to user interfaces of Our Solutions from Your Applications, but only provide applications, integrations or services to customers through API s of Our Solutions. You may not reverse engineer, disassemble or decompile Our Solutions or any other Intellectual Properties of Visma Solutions. You may not transfer, sublicense or give any rights to any Visma Solutions Intellectual Properties to any third parties. You may not enable anything that violates any rights of Visma Solutions or any third party. You may not enable spamming advertising, marketing or other such activities that, including, without limitation, violate anti spamming laws and regulations. You may not enable any actions that are illegal or promote illegal activities, including, without limitation, in a manner that might be malicious, harmful or discriminatory to any person or entity. You may not use or attempt access any part of our Solutions in order to monitor the availability, performance or functionality for any benchmarking, malicious, illegal or harmful purposes. 6. Safety and Security Policy a. To guarantee proper security level we expect You implement proper application security mechanisms and countermeasures against external threats, attacks, vulnerabilities or any items of a destructive use to all environments needed in development, implementation, operation, maintenance and support of Your Application or Your Integration. We strongly advise that You use encryption technologies to protect Your Data and the integration between Your Application and Our Solutions from unauthorized access. You inform us immediately of notified threats, attacks and vulnerabilities and You start immediately needed corrective actions. 7. Confidentiality Visma Solutions Confidential Information shall mean any information disclosed by Us, our business partners or contractors that is designated as confidential should be understood to be confidential. Visma Solutions Confidential Information includes, without limitation, nonpublic documentation, plans, materials, designs, specifications, drawings, processes, know how, technologies and related test results, techniques, inventions, 6

7 customer information, marketing and financial information and other business affairs which information is proprietary to Us or our affiliates or business partners. For all purposes, all Customer Account Data shall be deemed Confidential Information. The confidentiality obligation under this Agreement shall survive any expiration or termination of this Agreement. 8. Termination of the Partnership This Agreement shall commence on the effective date when you are approved to Our Programs and will remain in effect until terminated. Either party may terminate this Agreement for convenience at any time with a termination period of three (3) months. Either party may terminate this Agreement immediately in case of violation of any provision of this Agreement. Termination has to be performed by providing e mail notice to the other Party. 9. Warranty API s, Program content, benefits or other materials that Visma Solutions may offer through the Programs are provided as is. You expressly understand and agree that Your usage of Our Solutions and the Data is at Your sole risk and that Our Solutions and the Data are provided as is and as available. 10. Limitation of Liability Either Party shall under no circumstances have any liability towards other Party or any third party in connection with this Agreement for direct, consequential, exemplary, special, indirect or incidental damages, or any loss of profit, revenue, data, use or goodwill, or cost of substitute products or services, whether incurred or suffered as a result of use of or unavailability of the Services provided by either Party, even if either Party has been advised of the possibility of such damages, unless they are caused intentionally or by gross negligence. 11. Force Majeure Either Party is relieved from its obligations under this Agreement if fulfillment of the agreement is prevented due to circumstances for which parties cannot affect on. These include, for example, fire, war, public transport, communication suppression, strike, blockage, lockout and those with similar situations. The Parties shall not be entitled to compensation from the other Party for that period. 12. Modification a. Of the Partner Program Content and Services Visma Solutions may from time to time modify these Terms, or change or discontinue the Program as a whole, or any aspect of it. Visma Solutions will notify you of changes by posting them on the Site or by sending you an 7

8 using the address provided to us in the Community. You are responsible for checking the Site and the Community regularly for changes. b. Of the API of Our Solutions Visma Solutions shall continuously improve and develop Our Solutions including their API s. Therefore features, interfaces and content of Our Solutions may be changed, added or removed at Visma Solutions discretion, but Visma Solutions shall strive to minimize the negative impact of any such changes. While we try to keep Our Solutions backward compatible at all times, we may change Our Solutions from time to time. We will make reasonable efforts to notify any planned changes to Our Solutions, which will affect backwards compatibility, in advance. 8