CHARGEBEE MARKETPLACE LISTING TERMS
This Chargebee Marketplace Listing Terms ("Marketplace Terms") forms a contract between you (referred to as “Partner”, which term shall, unless repugnant to the context, include Partner’s Affiliates, subsidiaries and permitted assigns) and CHARGEBEE INC. (referred to as “Chargebee”, which term shall, unless repugnant to the context, include Your Affiliates, subsidiaries and permitted assigns ) and governs Partner’s access, use, submission and listing of Applications in Chargebee’s Marketplace. By accessing, using, submitting or listing Applications in Chargebee’s Marketplace, Partner is agreeing to be bound by the Marketplace Terms. If Partner is using Chargebee’s Marketplace for an organization, Partner is agreeing to the Marketplace Terms on behalf of that organization and in these Terms, Partner refers to that organization. If Partner does not have such authority, or if Partner does not agree with the Marketplace Terms, Partner must not accept the Marketplace Terms and should not access or use Chargebee’s Marketplace. In the Marketplace Terms, Chargebee and the Partner shall be collectively referred to as “Parties” and individually as “Party”.
1. Definitions.
In this Marketplace Terms, unless the context otherwise requires, the following terms shall be understood as defined below:
“Application” means Partner Services and Integration, individually and collectively.
“Affiliate” with respect to a Party, means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" means the direct or indirect possession of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreed Purpose” with respect to a Party means the exercise of rights or performance of obligation under this Marketplace Terms by such Party or such other specific purpose mutually agreed between the Parties for which the relevant Confidential Information was disclosed to such Party by the other Party.
“Chargebee Data” means any and all data (including Personal Data), information, text, images, audios, videos, graphics, resources, content, documents, software or any other materials or property submitted or provided to the Partner or otherwise acquired by the Partner pursuant to or in the course of performance of this Marketplace Terms, including software development kits (SDKs), application programming interfaces(APIs), tools, libraries, Chargebee documentation and policies.
“Chargebee Services” means the cloud-based billing platform and other products and services provided by Chargebee including any updates thereto, individually and collectively, any software, APIs and documentation.
“Confidential Information” means all information disclosed by one Party to the other Party or otherwise acquired by the other Party in connection with the Agreed Purpose whether prior to the execution of, or during the Term of this Marketplace Terms, which a reasonable person would understand to be confidential given the nature of the information and circumstances of the disclosure, whether or not it is labeled as ‘confidential’ or otherwise. For the purposes of this Marketplace Terms, all information received or acquired by the Partner from Chargebee, its Affiliates or business partners, including Chargebee Data, Integration Data and any data derived therefrom shall be deemed to be Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information (a) which was already in the public domain at the time of disclosure, or enters into the public domain subsequently without a breach of this Marketplace Terms by the receiving Party; (b) received or obtained by receiving Party from a third party prior to or subsequent to this Marketplace Terms, without a breach of such third party’s obligations of confidentiality; or (c) which is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
“Customer” means a customer of Chargebee who subscribes to or makes use of the Applications.
“Force Majeure Event” means events beyond the reasonable control of a Party, including without limitation, acts of God, natural calamities, civil unrest.
“Partner Services” means any tool, software, product, membership or service that Partner owns, is a licensee of or makes available online or otherwise, for purchase or subscription to the public, subject to certain conditions, whether or not for free of cost or subject to a fee or charge.
“Integration” means the integration between Partner Services or third-party services, and Chargebee Services submitted to Chargebee by Partner for listing in Chargebee’s Marketplace and made available for purchase or subscription to the public subject to certain conditions, whether or not for free of cost or subject to a fee or charge.
“Integration Data” means any and all data (including Personal Data), information, text, images, audios, videos, graphics, resources, content, documents, software or any other materials or property submitted or provided to the Partner or otherwise acquired by the Partner pursuant to the Application.
“Marketplace” means Chargebee’s marketplace available at www.marketplace.chargebee.com and any successor thereof, where Chargebee lists the third-party products and services that Chargebee’s customers may integrate with such customer’s Chargebee account.
“Personal Data” means any information relating to an identified or identifiable natural person which the Partner receives or acquires from the Application, or processes on behalf of Chargebee and includes Sensitive Personal Information.
“Sensitive Personal Information” means an (i) individual’s (including without limitation an employee of Chargebee) government-issued identification number (including social security number, driver’s license number or state-issued identified number) or email address; (ii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; or (iii) biometric or health data.
2. Chargebee Rights and Obligation.
Subject to the Marketplace Terms and Partner’s compliance with these Marketplace Terms, Chargebee shall list the Application submitted by Partner in Chargebee’s Marketplace. Chargebee may require Partner to submit any information, forms, documents or certifications relating to the Applications or listing of the Application in Chargebee’s Marketplace. Chargebee shall have the sole editorial control and rights over the Marketplace and its content, including listing, delisting or relisting of Applications in the Marketplace. Chargebee may, at any time, disable, modify, remove or otherwise deal with any content from the Marketplace.
3. Partner Obligations.
3.1.Partner shall provide Chargebee all information as reasonably requested by Chargebee and any relevant forms, documents or certifications, for Chargebee to list Partner in Chargebee’s Marketplace, including without limitation, description of Applications, terms and privacy policy governing the Applications, name and logo of Partner and Applications as required for listing in the Marketplace. Partner shall cooperate with Chargebee for any reasonable due diligences Chargebee may conduct relating to the Applications. Where the evaluation of any relevant forms, documents certification, due diligence and receipt of all necessary information is satisfactory to Chargebee, Chargebee will list the Applications in Chargebee’s Marketplace. Partner shall provide Applications to Customers subscribing or purchasing through the Marketplace, subject to any fees payable and Partner Service terms and conditions.3.2Partner shall not, and shall not permit a third party to access or use Chargebee Services, Chargebee Data or Marketplace in violation of Chargebee’s relevant terms and policies, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Chargebee Services or Marketplace available to any third party, except as expressly permitted by Chargebee. Partner shall not:i.modify, adapt, or hack Chargebee Services, Marketplace or Chargebee customers' account or otherwise attempt to gain or gain unauthorized access to Chargebee Services, Marketplace or related systems or networks or tamper with or breach the security thereof;ii.attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Chargebee Services or Marketplace;iii.falsely imply any sponsorship or association with Chargebee;iv.remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on Chargebee Services or Marketplace, or add any other markings or notices to Chargebee Services or Marketplace;v.modify, port, adapt, translate or create any derivative work based upon Chargebee Services or Marketplace;vi.access or use Chargebee Services or Marketplace to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; andvii.engage in any deceptive, misleading illegal or unethical practices;viii.make any representations, commitments or obligations relating to Chargebee, Chargebee Services or Marketplace;ix.modify, tamper or otherwise adversely affect Chargebee Services, Marketplace, Chargebee Data and Chargebee’s API/API keys.
4. Application Listing Requirements
4.1.Partner shall ensure that the Applications do not:i.Process any data, including Integration Data except as strictly permitted by the Customer, including in the agreement between Partner and Customer and in accordance with applicable data protection laws;ii.Interfere, disrupt or otherwise affect Chargebee Services, Marketplace or its components, including any related servers, systems, networks and related policies;iii.Violate applicable laws, including data protection laws and export control laws or any third party rights;iv.Post, transmit, upload, link to, send or store any content that is unlawful, racist, threatening, violent, hateful, abusive, libelous, obscene, or discriminatory or promotes any financial exploitation or a criminal activity;v.store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Chargebee;vi.post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other software that may cause harm to Chargebee Services or Marketplace;vii.violate or affect Chargebee’s compliance with PCI DSS;viii.probe, scan, or test the vulnerability of any system or network used with Chargebee Services;ix.impose large load on Chargebee Services or its infrastructure, including by use of robots, spiders etc; orx.create or impose any liability or responsibility on Chargebee, including any legal liability.
4.2.Partner shall be solely responsible for the timely provision, development, maintenance, and support of the Applications, including timely technical support to Customers directly relating to the Applications and updating Application for continued and seamless functioning and performance with Chargebee Services and flow of Integration Data pursuant to the Integration. The Applications and support for the same shall be provided by the Partner to the Customer directly and Partner shall be solely responsible to ensure that the Customer is notified of and are bound by relevant terms and conditions, data protection policies and other relevant information or documentation relating to the Application, and to collect payments relating to Customer’s purchase or subscription of the Application. Chargebee shall not be liable for the Applications or Customer’s subscription or purchase thereof.4.3.Partner shall not Process Integration Data except as strictly required for the effective provision of the Application to the Customer or for any purposes for which Customer has consented to, provided Partner complies with applicable laws relating to such Processing and consent. Partner shall be responsible for managing and revoking the flow of Integration Data pursuant to the Integration, in line with the agreement with Customer, Customer’s instructions or consent, and for prompt deletion/return of Integration Data available with Partner upon Customer’s termination of its subscription or use of the Application. Partner shall take best efforts to prevent and mitigate any suspected or actual unauthorized activity or breach relating to the Application.
5. Intellectual Property.
5.1.Chargebee Services and Chargebee Data. As between the Parties, Chargebee shall own all rights, title and interest in and to the Chargebee Services and the Chargebee Data, including any improvements thereto or derivative works therefrom. Partner shall have the right to access and use Chargebee Data solely as necessary for the purposes of these Marketplace Terms. For avoidance of doubt, in no event shall Partner process Chargebee Data for its own purposes or those of any third party.5.2.Partner Services. As between the Parties, Partner shall own all rights, title and interest in and to the Partner Services.5.3.Feedback. Partner may submit to Chargebee any suggestions, recommendations, enhancement requests or other feedback about Chargebee Services or Marketplace ("Feedback"). By submitting any Feedback, Customer agrees that such Feedback is gratuitous, unsolicited and without restriction, and grants Chargebee a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate Feedback, in whole or in part, into the Chargebee Services, websites, Marketplace or Chargebee’s business.5.4.Publicity. Partner grants to Chargebee a fully paid-up, worldwide, royalty-free and transferable license to publish the name, logo and details relating to Partner and Applications to Chargebee’s Marketplace and for promotion of the Applications and Chargebee’s Marketplace. Chargebee grants to Partner a limited, worldwide (subject to applicable export control law), royalty-free and non-transferable right to use Chargebee name and logo for promotion of the Integration. For clarity, any press release or use of name or logo of the other Party other than as permitted in the foregoing clause shall be subject to review and written approval by the other Party. Each Party shall use the name and logo of the other Party in accordance with any reasonable instructions or guidelines that the other Party may make available in this regard and comply with any reasonable requests of the other Party pertaining to its name and logo. If a Party acquires any goodwill in any name or logo of the other Party, all such goodwill will automatically vest in the other Party and the first Party shall take all such actions or execute any documents necessary to effect such vesting. Neither Party shall remove or efface any proprietary notices on the other Party’s Product.5.5.All rights not expressly given in these Marketplace Terms are reserved by Chargebee.
6. Representations, Warranties and Covenants.
The Partner represents, warrants and covenants that:
i.the Partner has the power, authority, necessary consents, license and permissions to execute and deliver these Marketplace Terms, to perform its obligations hereunder and to grant to Chargebee the rights and licenses under these Marketplace Terms;ii.the Partner is not restricted or prohibited by any previous agreement to enter into this Marketplace Terms;iii.the Partner has all necessary rights and licenses in and to the Applications, to make available the Applications (including any information and documentation relating thereto) through Chargebee Marketplace, to Process Integration Data and disclose all information, forms, documents and certifications provided by Partner pursuant to this Marketplace Terms;iv.no action, suit, proceeding or investigation is pending or, to the knowledge of the Partner, threatened against the Partner that would adversely affect the performance of its obligations under these Marketplace Terms;v.all information, form, documentation and certification provided by Partner to Chargebee, specifically relating to the Application is true, accurate, complete, updated and does not violate third party rights or applicable laws;vi.the Partner shall comply with all applicable laws (including applicable data protection laws and export control laws) and Chargebee policies, including API policies, trademark policies, and other Chargebee documentation and requirements in connection with Applications, including provision thereof and obtain all relevant statutory registrations;vii.the Partner shall fully cooperate with all requests, demands from and rulings by regulatory agencies having jurisdiction over Chargebee;viii.the Partner shall provide the Applications in a professional and workmanlike manner in line with industry standards, in compliance with relevant service level and support agreement and obtain relevant industry standard security/third-party certifications;ix.the Partner shall be fully responsible for the Applications; andx.the Applications do not infringe upon any third party’s rights (including intellectual property rights or privacy rights).
CHARGEBEE SERVICES AND MARKETPLACE, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CHARGEBEE, ON BEHALF OF ITSELF, ITS AFFILIATES AND SUB-PROCESSORS, DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Audit and Inspection.
7.1.Partner shall ensure that Partner and Applications are regularly audited against ISO 27001, SSAE 18, PCI DSS and SOC 2 standards, as applicable, by independent third-party auditors. Upon Chargebee’s written request, Partner shall, within five (5) business days, (a) supply a summary copy of its audit report(s) to Chargebee, which reports shall be subject to the confidentiality provisions of the Marketplace Terms and (b) make available to Chargebee, Partner’s internal practices, books, records, policies or such other documentation in connection with the Application or this Marketplace Terms to demonstrate Partner’s compliance with this Marketplace Terms, including without limitation, information security practices, documentation/policies evidencing Partner’s compliance with Data Security (as defined below).7.2.In addition, Chargebee shall have the right, either directly or through an independent third-party auditor or expert designated by it, conduct an audit, during regular business hours and upon seven (7) days’ prior written notice or immediately upon notice where Chargebee determines it necessary and/or urgent, to examine the Partner’s compliance with this Marketplace Terms, including information security related procedures, processes and/or facilities of Partner. Such audit shall be at Chargebee’s cost and expense, provided however that, where the audit reveals non-compliance(s), the costs and expenses of the audit and the corrective measures to cure the non-compliance(s) shall be borne by the Partner and Chargebee may delist the Application and suspend the Integration. Partner agrees to remediate any such non-compliance(s) within a reasonable time or within such time as mutually agreed between the Parties, failing which Chargebee shall have the right to terminate the Marketplace Terms with immediate effect upon written notice to Partner.
8. Confidentiality.
Each of the Parties will protect the other Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of them protects their own Confidential Information, and in any event, no less than reasonable care. A Party may use the other Party’s Confidential Information solely for the Agreed Purpose and may disclose such Confidential Information, during the Term of this Marketplace Terms, solely to those of its and its Affiliates’ employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information of the other Party to the extent required under law, by a court, or a statutory or regulatory authority, provided that the receiving Party shall give the disclosing Party written notice of such requirement, to the extent legally permissible, prior to disclosing so that the disclosing Party may, at its expense, seek a protective order or other appropriate relief. Upon the written request of and at the discretion of the disclosing Party, the receiving Party shall either return or destroy all the Confidential Information, except to the extent required to be retained under applicable law, in which event Partner shall isolate and protect Chargebee Data from any further processing except to the extent required by such law. Any Confidential Information so retained shall be accorded confidential treatment at all times. The provisions of this Section shall supersede any non-disclosure agreement entered by and between Partner and Chargebee prior to this Marketplace Terms with respect to the subject matter contained herein.
9. Data Protection.
If Chargebee receives any concerns, requests, complaints or questions regarding, notice of Personal Data collection, choice of providing Personal Data, access to the Personal Data and other privacy-related concerns (“Concerns”), Partner shall provide all necessary assistance to Chargebee in responding to such Concerns. Partner shall ensure that its personnel and subcontractors comply with these Marketplace Terms and applicable laws (including data protection laws) and Partner shall be fully responsible and liable for its personnel and subcontractors. Partner shall Process any data, including Integration Data solely as strictly permitted by the Customer, including in the agreement between Partner and Customer and in accordance with applicable data protection laws.
10. Data Security and Breach Notification.
10.1.Processing. Any and all Confidential Information shall be processed only for the purposes of this Marketplace Terms, as instructed by Chargebee. Partner shall, at all times, ensure that the Confidential Information, Applications and Chargebee APIs are protected using appropriate security measures including but not limited to establishing and implementing an IT governance framework, conducting regular security risk assessment, implement an incident management procedure, implementing appropriate policies and procedures in connection with disaster recovery and/or business continuity plans, and establishing and implementing a data privacy policy (“Data Security”).10.2.Data Breach Notification. Partner shall, promptly and latest within twenty-four (24) hours, notify Chargebee of any breach or suspected breach of Confidential Information, Applications, Chargebee APIs or this Marketplace Terms, including data security obligations hereunder and shall take all necessary steps to secure Confidential Information, mitigate the breach and take further steps to prevent such breach from recurring. In the event of any such breach or suspected breach, Chargebee reserves the right to conduct forensic investigation either by itself or through an independent third party appointed by Chargebee for this purpose. Partner shall fully cooperate with Chargebee or such independent third party, as the case may be, and provide all relevant and necessary information and assistance. Partner shall not make any public statements or notices relating to any breaches without the prior written consent of Chargebee, unless prohibited by applicable law. Chargebee shall have sole control over the timing and method of providing notification of such breach, as applicable, to the affected individual(s), data protection authority and the media.
11. Indemnification.
Partner shall defend and hold harmless Chargebee against all notices, claims, actions, loss, causes of action, legal proceedings (each a “Claim”) and indemnify Chargebee against all damages, fines, expenses, court fees, liabilities or judgment suffered by Chargebee in connection with or arising from (a) any breach by Partner of the representations or warranties set forth herein or the violation of the terms of this Marketplace Terms; and (b) Applications, including Customer’s access to, use or inability to use the Applications and intellectual property infringement claims. In case of any Claim, Chargebee shall promptly notify Partner and upon Partner’s request, provide reasonable cooperation to the Partner. In the event of a third-party Claim, (a) Partner shall have sole control over the defense provided that Partner shall engage a counsel reasonably satisfactory to Chargebee; and (b) without prejudice to Partner’s obligation herein, Chargebee may, at its own expense, participate in the investigation, trial and defense of any proceeding relating to the Claim and employ its own counsel in connection therewith. Partner shall not settle any Claim without the prior written consent of Chargebee unless (a) it unconditionally releases Chargebee from the Claim and (b) it does not impose any obligations on Chargebee or require Chargebee to admit any liability.
12. Limitation of Liability.
12.1.Subject to Section 12.2 below, in no event shall a Party be liable with respect to or in connection with this Marketplace Terms, whether based on contract, tort (including negligence) or any other legal theory, even if advised of the possibility of such damages, (a) for indirect, special, punitive, exemplary or consequential damages (including without limitation, loss of anticipated profits, savings or business); or (b) in any case, for an amount exceeding five hundred U.S. dollars ($500).12.2.Notwithstanding the foregoing, Section 12.1 shall not apply to any liability with respect to, or in connection with Partner’s (a) infringement of intellectual property rights, (b) breach of Section 8 (Confidentiality), (c) Section 9 (Data Protection), (d) Section 10 (Data Security and Breach Notification); and (e) Section 11 (Indemnification).12.3.PARTNER WAIVES, RELEASES AND FULLY INDEMNIFIES CHARGEBEE FROM ANY CLAIMS RELATING TO (A) THE APPLICATIONS; (B) CHARGEBEE’S LISTING OR DELISTING OF APPLICATIONS IN CHARGEBEE MARKETPLACE, INCLUDING CONTENT THERETO; AND (C) ANY SUSPENSION OR TERMINATION OF THE MARKETPLACE TERMS WITH THE PARTNER IN ACCORDANCE WITH THE TERMS HEREUNDER.
13. Term and Termination.
13.1.Term. Unless otherwise agreed to in an Order Form by and between the Parties, this Marketplace Terms is effective from the Effective Date and shall continue in force until terminated by either Party in accordance with these Marketplace Terms (“Term”).13.2.Chargebee termination rights. Chargebee shall have the right to terminate the Marketplace Terms, (a) upon written notice to the Partner where Chargebee is subject to a claim as a result of Partner’s breach of this Marketplace Terms or otherwise for Partner’s default or omission; and (b) at any time by providing Partner at least thirty (30) days prior written notice. Chargebee shall have the right to delist Applications from Chargebee Marketplace or suspend the Integration without penalty or liability, at any time, upon written notice to Partner, including without limitation, for any suspicious activities, overburdening of Chargebee Services, related servers or networks, tampering of Chargebee API keys. Where reasonably practical, Chargebee may, at its sole discretion, allow Partner a cure period to resolve any concerns or issues. Where a cure period is allowed, upon Partner’s successful resolution of all concerns and issues to Chargebee’s satisfaction, Chargebee shall relist the Applications in Chargebee’s Marketplace.13.3.Mutual termination rights. Either Party may terminate the Marketplace Terms,i.upon written notice to the other Party if the other Party becomes subject to any insolvency or bankruptcy proceedings, makes an assignment for the benefit of its creditors, or appoints or suffers appointment of a receiver or similar officer over its business; orii.where the other Party fails to cure a material breach of this Marketplace Terms within seven (7) days from receipt of notice of request to cure the breach from the non-breaching Party, provided however that, in case the non-defaulting Party determines that a material breach is incurable, the non-defaulting Party may terminate the Marketplace Terms immediately upon written notice to the other Party.
13.4.Effect of termination. Upon termination or expiration of this Marketplace Terms for any reason,i.Partner shall promptly, and latest within thirty (30) days from the date of termination/expiration of the Marketplace Terms, delete all Chargebee Data and Integration Data, including any copies thereof and certify such deletion in writing to Chargebee. Partner shall comply with all directions provided by Chargebee with respect to such deletion. This requirement shall not apply to the extent Partner is required to retain any Chargebee Data pursuant to any applicable law, in which event Partner shall isolate and protect Chargebee Data from any further processing except to the extent required by such law.ii.Partner’s right to use Chargebee name and logo and all other licenses provided to Partner under this Marketplace Terms shall cease; provided, however, that in no event will either Party be obligated to remove the other Party’s marks from any physical copies of promotional materials that were distributed prior to the effective date of termination; andiii.Sections 5 (Intellectual Property), 6 (Representations, Warranties and Covenants), 8 (Confidentiality), 9 (Data Protection), 10 (Data Security and Breach Notification), 11 (Indemnification), 12 (Limitation of Liability), 13 (Term and Termination), 14 (Governing Law and Dispute Resolution), 15 (Export Control) and 16 (Miscellaneous) and such other provisions that by their nature are intended to survive termination, shall survive any termination or expiration of this Marketplace Terms.
14. Governing Law and Dispute Resolution.
These Marketplace Terms shall be governed by the laws of Delaware without regard to conflict of laws principles. In case of any dispute, claim or controversy arising out of or relating to this Marketplace Terms (“Dispute”), each Party shall provide the other Party with prompt written notice of the Dispute, and each Party agrees to cooperate and discuss in good faith to resolve the Dispute amicably through their designated officers. A Dispute that cannot be resolved within thirty (30) days from the date of such notice of Dispute shall, upon written demand of a Party, be resolved exclusively by JAMS pursuant to its arbitration rules and procedures. The Parties hereby expressly agree to submit to the exclusive jurisdiction of the federal and state of Delaware, Sussex County, for the purposes of this Marketplace Terms, provided however that the judgment on an arbitral award may be entered, provisional remedies in aid of arbitration or injunctive relief may be sought in any court of appropriate jurisdiction.
15. Export Control.
Partner acknowledges and understands that Chargebee Services (including the software and other components) is subject to U.S. export control and economic sanctions laws and regulations, including without limitation, the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce and economic sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury or such sanctions imposed and implemented where the Marketplace is being used and/or accessed or where Partner is located, a resident or a national (collectively, “Sanctions and Export Control Laws”). Sanctions and Export Control Laws prohibit the use of the Marketplace by any party, directly or indirectly, located in a country subject to comprehensive U.S. sanctions, including without limitation, Iran, Syria, North Korea, Cuba and Crimea and the Donbass regions of Ukraine (collectively, “Sanctioned Jurisdictions”). Partner understands and agrees that any use or transfer contrary to the Sanctions and Export Control Laws is prohibited. Partner shall not conduct business with any company, individual, organization or country that is subject to trade sanctions, embargoes, or other restrictions under Sanctions and Export Control Laws, nor any entity that is involved in an end use prohibited under U.S. law, including but not limited to, chemical or biological weapons proliferation or nuclear or missile technology proliferation. Partner understands and acknowledges that Chargebee may share Personal Data with certain service providers in order to comply with Sanctions and Export Control Laws, including for the purposes of sanctions screening and geo-blocking. The Parties shall cooperate with each other to provide all necessary information needed to facilitate full compliance with all applicable laws and regulations.
Partner certifies that it and its beneficial owners, principals, employees, and agents are not, and will not be, acting on behalf of (i) any person or entity who is located in a Sanctioned Jurisdiction, or uses the Marketplace in a Sanctioned Jurisdiction, or is a national of a Sanctioned Jurisdiction; or (ii) an individual or entity on the Consolidated List of Persons, Groups, and Entities Subject to the U.S. Department of the Treasury's List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List, the U.S. Department of Commerce's Denied Persons List or Entity List, or any other sanctions or restricted persons lists maintained by applicable Sanctions and Export Control Laws; or (iii) the target or subject of any Sanctions and Export Control Laws. Partner further certifies that it will not, directly or indirectly, export, re-export, transfer, or otherwise make available (a) the Marketplace, or (b) any data, information, software programs, and/or materials resulting from the Marketplace (or direct product thereof) to any person described in (i) through (iii) or to a Sanctioned Jurisdiction or otherwise in violation of, or for any purpose prohibited by, Sanctions and Export Control Laws. Notwithstanding anything contained in this Agreement to the contrary, Chargebee, at its sole discretion, may immediately terminate Partner’s access and use of the Marketplace without prior written notice or an opportunity to cure in the event of an actual or threatened breach of this Section 15.
16. Miscellaneous.
The relationship between the Parties is solely that of independent contractors. This Marketplace Terms does not constitute agency, partnership, joint venture or employment between the Parties, nor does it provide either Party the power or authority to bind the other in any manner whatsoever. No failure or delay in exercising, or single or partial exercise of, a power or right by a Party hereunder, shall operate as a waiver of, or preclude further exercise of, such right or power. Chargebee may amend these Marketplace Terms from time to time by posting the most current version, in which case the new Marketplace Terms will supersede prior versions. Partner shall check these Marketplace Terms periodically to take notice of changes as they will be binding on the Partner. Neither Party shall be liable to the other for failure of performance of its obligations hereunder solely as a result of Force Majeure Event. Any Party experiencing such an event shall notify the other as promptly as possible under the circumstances. If a provision in these Marketplace Terms is held unenforceable by a court of competent jurisdiction, the remaining provisions shall remain unaffected and continue in full force. The Partner shall not, directly or indirectly, assign this Marketplace Terms or any rights or obligations hereof, without the prior written consent of Chargebee. Chargebee may freely assign these Marketplace Terms. In addition to any other rights or remedies available under law, equity or otherwise, Chargebee may seek injunctive relief for or to prevent a breach of this Marketplace Terms by Partner. The rights and remedies under this Marketplace Terms are non-exclusive of any rights and remedies available under law, equity or otherwise. Anything not permitted under the Marketplace Terms is also not permitted through a third party and the Party permitting the third party would be responsible for all acts and omissions of such third party. All notices, consent and other communication under this Marketplace Terms (including notice for change of address of a Party) shall be in writing. It may be delivered in person, or by registered or certified mail (return receipt requested) to the Parties. The contact information for a notice to Chargebee is CHARGEBEE INC., 909 Rose Avenue, Suite 610, North Bethesda, MD 20852, United States with a CC to legal@chargebee.com. Notice shall be effective upon receipt. This Marketplace Terms forms the entire agreement between the Parties relating to the subject matter contained herein and replaces and supersedes any and all previous proposals, correspondences, understanding or other written or oral communication between the Parties, whether express or implied. Use of any click-wrap terms, pre-printed forms such as purchase orders, Partner order forms and statement of work and similar Partner instruments, during the Term of this Marketplace Terms are for convenience only and any terms and conditions contained therein shall be null and void and this Marketplace Terms shall prevail over any such instrument.