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Guru Developer Agreement

Posted: May 31, 2019

Welcome to the Guru Developer Network! This Guru Developer Agreement ("Agreement") enables the development, testing, demonstration and limited deployment of Guru API developed integrations designed to interoperate with a designated Guru Service account.

By clicking a box indicating your agreement as part of an online process or by using the APIs and other technology made available by Guru under this Guru Developer Agreement (the "Agreement"), , the terms and conditions contained in this Agreement form a binding contract between you (the "Developer", as defined below) and Guru Technologies, Inc. ("Guru") with respect to: (a) the development of integrations to Developer Applications through the use of Guru APIs and/or through the use of Guru Documentation; and (b) the use of a Developer Edition of the Guru Service to test the interoperability of the Developer Applications therewith. You represent that you have the authority to bind the Developer to the terms of this Agreement and that you and Developer will comply with the terms and conditions hereof. All rights and privileges granted under this Agreement are contingent upon Developer's agreement to, and compliance with, the terms and conditions hereof.

1. Definitions

  1. "APIs" means Guru's application program interfaces which are made available by Guru to facilitate the development of Developer Applications, as such APIs may (without obligation) be modified or updated by Guru from time to time.
  2. "Guru Service" means a software solution of Guru that can be made interoperable with Developer Applications through the use of the APIs and Documentation. The Guru Service also includes: (a) any associated product documentation or materials that Guru may, in its sole discretion, provide; and (b) any Upgrades.
  3. "Developer" means the individual or company or other legal entity on whose behalf you enter into this Agreement and which intends to develop Developer Applications in accordance herewith.
  4. "Developer Application" means a software application created by Developer that uses the APIs to develop and enable integration with the Guru Service. In no event shall a Developer Application include any intellectual property from a DEGS.
  5. "Developer Edition of the Guru Service" or "DEGS" means a version of a Guru Application which contains quotas, rate limits, bandwidth limits and/or other usage or technical limits which are designed to limit Developer's use of the Guru Application for non-production testing purposes only.
  6. "Documentation" means, to the extent made available by Guru for use by Developer hereunder, Guru's Developer user guides, Sample Code and related materials which are made available to Developers, as such Documentation may (without obligation) be modified or updated from time to time by Guru via the following site: https://developer.getguru.com.
  7. "Guru Developer Network Site" (also referred to as the "Developer Site") means the area of the Guru corporate website from which Developers can obtain rights of use to the APIs, Documentation and DEGS for the purposes described hereunder.
  8. "JSON" is a data-interchange format, based on a sub-set of the JavaScript Programming Language.
  9. "REST" is an architectural style for designing networked applications.
  10. "Sample Code" are Guru-supplied code samples to demonstrate how to use the API to perform specific functions or calls.
  11. "Term" shall have the meaning prescribed in Section 7 below.
  12. "Upgrade" means the object code versions of a DEGS that has been enhanced or otherwise modified by or on behalf of Guru, acting in its sole discretion, to include additional functionality or code changes. Guru shall determine, in its sole discretion and without obligation, whether to develop or make available any Upgrades for use by Developer.

2. Registration

  1. required to register with Guru by providing certain information as directed in the "Registration" section of the applicable web form from the Developer Site. Registration information shall include, without limitation, Developer's contact information, a password and related login information for accessing Developer's account, information identifying and describing the Developer Application, and such other information as may be requested by Guru. Developer agrees to provide all requested registration information and covenants that such information shall be accurate and kept up to date.
  2. Upon acceptance of Developer's registration, Guru will provide Developer with certain tokens and/or passwords which may be used by Developer in order to access and use the APIs, Documentation, and DEGS, which access and use shall be in accordance with the terms and conditions of this Agreement.
  3. Developer's registration with Guru, and the associated provision of access by Guru to the API, Documentation and DEGS, shall in no event be deemed to be, or directly or indirectly promoted, marketed or otherwise represented by Developer as, an endorsement or certification by Guru of the Developer or of the compatibility with, integration to, or operation of any Developer Application.

3. Use of the APIs, Documentation and Degs

  1. Subject to the terms and conditions of this Agreement and for the Term hereof, Guru grants to Developer a non-exclusive, non-transferable, limited right to remotely access and use the Guru-hosted DEGS, APIs and Documentation, including Sample Code, for the sole purposes of developing, testing, supporting and demonstrating an integration of the Developer Applications with the Guru Service. Subject to the user limitations in Section 3.4 below, Developer may only permit use of the DEGS, APIs and Documentation by employees and contractors who are bound in a legally enforceable manner (contractors shall be bound in writing in all cases) by the confidentiality, limited use and other restrictions, limitations and conditions of this Agreement. Developer shall ensure compliance with this Agreement by its users and shall be liable and responsible for any breach thereby.
  2. Subject to the terms and conditions of this Agreement, Guru grants to Developer a non-exclusive, non-transferable, limited right to remotely access the Guru-hosted DEGS solely for the following purposes: (a) to test the interoperability of the Developer Application (operating in Developer's non-production environment) with the DEGS by making requests from the Developer Application, in accordance with the APIs and Documentation, including Sample Code, which are designed to enable the exchange of data between the applications; (b) to test the interoperability of a Developer Application (operating in Developer's non-production environment) with a DEGS through the use of the Guru APIs; and (c) to conduct demonstrations of the Developer Application to prospective customers in a non-production, Developer-controlled environment for evaluation purposes only.
  3. The DEGS will include usage and other limitations in order to ensure that Developer makes use of such Guru Service only for development, testing and demonstration purposes described above. In this regard, unless instructed otherwise by Guru (including by notice posted on the Developer Site), Developer shall be limited to use of the DEGS for no more than two (2) named users. Additional usage, technical, licensing or other limitations may be applied by Guru in its sole discretion. Developer is solely responsible for testing the Developer Application, for determining whether it is interoperable with a DEGS and thus a Guru Service, and for abiding by all applicable limitations and restrictions.
  4. Developer may promote and market a Developer Application to potential customers by using the Guru logo and applicable Guru trademarks, but only to state that the Developer Applications are "designed for Guru" or to make such other similar statements which must be approved in advance in writing by Guru in each instance and which indicate that the Developer Applications are designed by Developer, but not certified or endorsed by Guru, to be compatible with the applicable Guru Applications. Notwithstanding the above, Developer shall make no representation indicating that Guru endorses, supports, certifies or makes any commitment regarding the interoperability of the Developer Application with any Guru Application. Developer may not use the name "Guru" or any other trademark of Guru in the name of any of its Developer Applications. Developer shall comply with Guru's trademark policies. Guru may require Developer to discontinue use of Guru trademarks upon written notice. Developer understands and agrees that it is solely responsible and liable for: (i) its promotion, marketing and operation of its Developer Application and integrations; and (ii) problems, defects and all other matters relating to or arising from the integration of its Developer Application with the Guru Service.
  5. Developer shall only use the DEGS, APIs, Documentation and Sample Code in accordance with the terms and conditions of this Agreement and the associated Guru guidance and instructions described therein, as such guidance and instructions may be supplemented or updated by Guru (including by postings on the Developer Site).
  6. Except as expressly permitted in the Agreement, Developer may not: (a) disclose, distribute (including by uploading to web sites, electronic bulletin boards or on or through any other method or media), display, sublicense, sell, or transfer any rights in the APIs, the Documentation or any DEGS (collectively, the "Guru Intellectual Property" or "Guru Property"), in whole or in part, to any third party; (b) use the Guru Property, in whole or in part, for service bureau or outsourcing use or otherwise for the use or benefit of any third party; (c) exceed applicable usage, technical, licensing or other limitations which are set forth in this Agreement, in any materials or documentation provided by Guru or as may be separately imposed by Guru; (d) copy, modify, alter, or create derivative works of, or otherwise use for any purpose other than the purpose expressly authorized hereunder, the Guru Property; (e) use the Guru Property to create any product or service similar to any Guru Property or Guru Application, or otherwise exploit or commercialize the Guru Property; (f) gain or seek to gain access to any DEGS or Guru Application other than through the APIs as contemplated herein; (g) reverse engineer, disassemble, decrypt or decompile the APIs or any DEGS or Guru Service, or otherwise make any attempt to access or discover the source code thereof, or interfere with or disrupt the APIs, DEGS, or Guru Services or any servers or networks through which they are provided; (h) permit any third party to access or use the Guru Property, or to resell, distribute or otherwise use or exercise any rights with respect thereto; (i) disable any "auto reporting option" or similar reporting capability in any DEGS; (j) provide any services or support to any third party regarding, or in connection with, any Guru Property ;(k) provide unauthorized access to or use of any user IDs, login keys or passwords or other account information that we may provide you to enable you to access the DEGS is not permitted; in this regard, you are expressly prohibited from using shared e-mail addresses or group e-mail addresses; (l) conduct any activities, including in connection with your access and use of the Guru Property, which: (i) violates any law or regulation; (ii) could result in, or give rise to, civil or criminal liability; or (iii) interferes with, or degrades, the effective or efficient operation of, or poses any security vulnerability or interferes with security mechanisms regarding, any Guru Property or any of Guru's networks, systems or computing environment.
  7. A DEGS may utilize or include third party software or content ("Third Party Software"). To the extent necessary to use the applicable DEGS, Guru grants Developer a right to use such Third Party Software solely on the same terms and conditions (including all limitations and restrictions) as Developer is authorized to use the DEGS hereunder. However, Guru reserves the right to change, suspend or discontinue Developer's rights of use in Third Party Software to the extent required by an applicable third party licensor or supplier or the terms of Guru's agreement therewith.
  8. Guru may determine, in its sole discretion and without obligation, whether to make available any DEGS, and associated APIs and Documentation, for the purposes contemplated hereunder and may (also in its sole discretion) modify or update such APIs, DEGS and Documentation at any time.
  9. All rights not expressly granted to Developer are reserved by Guru.

4. Guru obligations

  1. Subject to the terms and conditions of this Agreement, Guru will provide Developer during the Term with: (a) access to the APIs, Documentation, including Sample Code; and (b) access to the DEGS(s), in each case for Developer's use in connection with the development of integration to Developer Applications as contemplated hereunder.
  2. From time to time, in its sole discretion and without obligation to do so, Guru may elect to provide certain limited technical support to Developers. Any such support shall be as described in the relevant "Developer Support" or similar areas of the Developer Site, and may be in the form of self-service support. Any such support may be modified, reduced, cancelled or updated at any time upon written notice provided by Guru, including by posting in the Developer Site or otherwise. Any and all support will be subject to the terms and conditions set forth in this Agreement and the Developer Site, and may require payment of fees as described therein. Guru may also make support available separately through other programs or offerings from time to time, and such support would be subject to the separate terms and conditions associated therewith.

5. Developer's obligations

  1. Developer shall develop each Developer Application in compliance with the then-current version of the APIs and Documentation and, accordingly, shall ensure that each Developer Application enables and maintains interoperability with the applicable DEGS and Guru Service.
  2. Developer shall be solely responsible for each Developer Application, including all support, development, and maintenance thereof and its interoperability (i.e., integration) with any Guru Service. Accordingly, Developer shall be solely responsible and liable (including to its customers and other parties) for, and indemnify, defend and hold Guru harmless from any claims relating to, any and all matters regarding the Developer Applications and associated integrations, including their development, operation, performance, availability, interoperability, deployment (under Section 6 below), support, and maintenance.
  3. Developer shall use security best practices in connection with the development of the Developer Application, and its integration with the Guru Service, and will comply at all times with all applicable privacy and data security laws and regulations and all security requirements of Guru made available on the Guru Site, Developer Site or otherwise. Developer will implement administrative, technical, physical and other appropriate security measures which protect and preserve the confidentiality and security of all data (including from unauthorized access, use or disclosure) which is processed, stored, transmitted or handled by Developer or any integration or Developer Application. Developer shall be solely responsible and liable for putting into place any terms or conditions (such as a Data Processing Agreement) with its customers to the extent required by applicable laws or regulations.
  4. Developer grants Guru a license and right to copy, display and otherwise use the registration information and materials provided by Developer in order to facilitate the purposes contemplated in this Agreement and to contact Developer regarding other potential business opportunities. In addition, Developer grants Guru a right and license (but not the obligation) to use Developer's name, the name of the Developer Application, and Developer's logo and applicable trademarks in promotional materials and otherwise in order to promote, market and/or otherwise identify Developer as a registered developer of the Developer Application which is designed to interoperate with Guru Applications. Further, Developer grants Guru a right and license to collect, process and use any data provided by Developer (including that which is provided via an integration to the Guru Service) to facilitate the objectives of this Agreement and as otherwise permitted under Guru's privacy policy. In this regard, Guru may de-identify and aggregate any such personal data to create analyses and for other purposes and shall own the de-identified and aggregated versions of such data. Guru's use of such data and information is in Guru's sole discretion and Guru makes no commitment with respect thereto.
  5. Developer agrees to provide Guru the name of each Developer Application which is developed utilizing the APIs, a DEGS or the Documentation (each of which shall be registered pursuant to Section 2 above). In its sole discretion Guru may list such information on Guru's corporate website and via other marketing vehicles.
  6. Developer shall not share or expose the password for the Developer Application (the "Password"). Passwords shall only be held in the Developer Application code. Similarly, the Developer Application must never expose the Developer Application API Token. Exposing the Developer Application Password, or the API Token will create a serious security risk. If Developer believes he/she has exposed a Password or API Token, the Developer may request a new Password or API Token within the management page. Guru shall in no way be responsible for lost or exposed data resulting from unapproved or inappropriate use of Developer's Password or API Token.
  7. In each instance in which Developer grants rights of use in its integration of a Developer Application with the Guru Service to a customer pursuant to Section 6 below, Developer shall maintain a written, legally enforceable contract with each such customer (for example, a click-wrap-accepted Terms of Service) which include industry standard provisions and limitations which are generally included in customer contracts by nationally-known, highly-reputable SaaS vendors. Developer shall also prominently display a privacy policy located where users download or access the Developer Application or integration or as otherwise required by applicable laws or regulations. Developer's privacy policy shall meet all applicable laws, regulations and standards and accurately and clearly describe the collection, use, maintenance and sharing of data. Developer shall immediately notify Guru of any breaches of Developer's customer contract or privacy policy that impact, or could reasonably impact, customers or users of the Guru Service.
  8. Developer shall indemnify, defend and hold Guru (and all of its officers, employees, agents and clients) harmless from and against any claims, legal actions, damages, losses, penalties or liabilities of any kind or nature ("Losses") which arise out of or relate to: (i) any responsibilities or liabilities assumed by Developer hereunder (including, without limitation, pursuant to Section 5.2 above); (ii) any breach by Developer of its obligations, responsibilities, warranties, covenants or representations under this Agreement; or (iii) the deployment of the Developer Application (including its associated integration with the Guru Service) to its customers under Section 6 below, including the use, operation and performance thereof by or for such customers.


6. Distribution and deployment of developer applications

In accordance with the terms and conditions above, this Agreement enables Developer to gain access to the APIs, Documentation and DEGS(s) to develop Developer Applications, conduct non-production testing of the interoperability of such Developer Applications with the associated Guru Application(s), and conduct limited, non-production demonstrations of such Developer Applications to prospective customers. In addition, subject to the terms and conditions of this Agreement, Guru grants Developer a non-exclusive, non-transferable, limited right to deploy (i.e., grant rights to use) Developer Applications, along with integrations to the Guru Service which are developed hereunder, for use by Developer's customers from a Developer-controlled (and non-Guru) production environment at fees (or at no charge) to be determined by Developer. For clarity, and notwithstanding anything to the contrary above, Developer may not deploy or advertise any Developer Application or its integration to the Guru Service from or within any marketplace, app store or similar platform (including, by way of example and not limitation, the Salesforce AppExchange, the Microsoft AppSource or similar platform/store created by Developer) without first seeking and obtaining Guru's prior written consent in each instance (which consent may be provided, withheld or conditioned in the sole discretion of Guru). Notwithstanding the above, Developer is not authorized under this Agreement to, and warrants that it shall not use the DEGS or Documentation in any manner other than for: (a) its internal, non-production development and testing of integration of Developer Applications with the Guru Service; and; (b) the non-production demonstration of Developer Applications to prospective customers for the limited time period authorized under Section 3 above. For clarity, in no event may Developer use the DEGS for any production (i.e., "live") use for itself or any customer or other party. Developer acknowledges that its expenditure of time and money in developing integrations to Developer Applications is at its own risk and Guru makes no guarantees with regard to the availability of Guru Applications.

7. Term and termination

  1. Term of Agreement. This Agreement shall commence on the date it is entered into by Developer and shall remain in effect unless terminated pursuant to the terms below (the "Term").
  2. Termination for Convenience. Developer may terminate this Agreement by discontinuing use of the APIs, Documentation and DEGS and notifying Guru in writing that it has done so. Guru may terminate this Agreement for any or no reason (i.e., for convenience) by providing written notice to Developer (unless notice is not required pursuant to a term or condition of this Agreement).
  3. Termination for Cause. Either party may terminate this Agreement upon written notice in the event that the other party breaches a provision hereof and fails to cure such breach within thirty (30) days of receipt of written notice thereof; provided, however, that Guru may terminate this Agreement immediately (with or without notice) if Guru believes in its sole discretion that such breach: (i) is a threat to the effective or efficient operation or security of the Guru Service; (ii) poses a data security risk; (iii) poses a risk of civil or criminal liability; (iv) threatens, or gives rise to, a violation of law. Guru may also terminate this Agreement immediately (with or without notice) if: (a) Developer markets or sells any product which is substantially similar, in whole or material part, to any Guru Application; or (b) Developer engages in any activities which would give rise to suspension or termination under Section 7.5.
  4. Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted to Developer pursuant to this Agreement shall cease (with Developer neither accessing nor using any Guru Property thereafter) and Developer shall promptly return (or, if so elected by Guru , destroy) any and all of Guru's Confidential Information, and other proprietary information or materials made available by or received from Guru, in its possession (including all copies thereof, whether electronic, hard-copy or otherwise). Upon request, Developer shall certify compliance herewith.
  5. Suspension. Developer agrees that, if Guru determines, in its sole discretion, that Developer has: (a) breached any term, condition or restriction of this Agreement, or is in breach of its privacy policy or customer contract with respect to a mutual client; (b) developed any Developer Application or other software which poses any security or performance risk to any system, network, hardware, software, or technology of Guru or its suppliers or customers; (c) taken any action, or engaged in any conduct, which presents a risk of liability to, or violation of law by, Guru; or (d) through its activities or conduct in connection with its use of the Guru APIs or other Guru Property, gives rise to actual or potential harm or other negative impact on Guru's business, operations or technology, then, in any such event, without limiting Guru's right to terminate this Agreement, Guru may suspend and/or terminate Developer's access and use of the DEGS, API and/or Documentation, any other materials or technology made available by Guru, and any other rights or privileges provided under this Agreement.

    Additionally, in any event which would give rise to a right of suspension or termination by Guru under this Section 7, or in the event otherwise requested by Guru for any similarly legitimate reason, Guru may require Developer to disable the interoperability of the applicable Developer Applications with the applicable Guru Applications in accordance with instructions provided by Guru or, alternatively, Guru may so disable such interoperability. In any such case, Guru shall have the unfettered right, in its sole discretion, to contact and communicate with the impacted mutual client to inform it that Guru has required the Developer to disable such interoperability and to provide associated recommendations, advice, services and other actions to or for the client as Guru sees fit.

    In the event that Guru determines that a violation of this Agreement or a dispute/issue with a mutual client can be remedied by Developer's modification to its Developer Application and/or its associated integration elements, then Guru (without obligation) may elect to afford Developer an opportunity to promptly remedy the violation or issue and, if so, Developer shall diligently work to promptly remedy the problem. At any time, however, Guru may step in and take the actions contemplated herein.
  6. Survival. Notwithstanding the above: (a) Sections 1 (Definitions), Section 5 (Developer's Obligations), 7 (Termination), 8 (Confidential Information), 9 (Intellectual Property Ownership), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Provisions) shall survive the expiration or termination of this Agreement.

8. Confidential information

  1. Definition. "Confidential Information" shall mean any and all non-public information of a party to this Agreement which is either marked as confidential or is of a type or nature that should be recognized as confidential by a commercially reasonable party acting in good faith. Confidential Information of Guru includes the Guru Property along with any and all non-public information regarding its software solutions and related documentation, APIs and related documentation, product plans, technical data, specifications, know-how, methodologies and business methods.
  2. Use of Confidential Information. Except as otherwise provided below, the party receiving Confidential Information (the "Recipient"): (i) shall hold all Confidential Information of the disclosing party (the "Discloser") in confidence and will use such information only for the purposes set forth in this Agreement; and (ii) shall not disclose Confidential Information of the Discloser to any third party (other than employees, officers or directors of the party) except as expressly authorized herein or with the express written permission of the Disclosing Party. Notwithstanding the above, subject to compliance with applicable laws and regulations and Guru's instructions provided in connection herewith, a party may disclose the other party's Confidential Information to a third party who has a need to know, and who, prior to obtaining access to the Confidential Information, has executed a non-disclosure and limited use agreement which is at least as protective of the Disclosing Party as the data security, limited use and confidentiality provisions of this Agreement. The Recipient shall protect the Confidential Information of Discloser at least in the manner and degree the Recipient uses to protect its own Confidential Information, but in no event less than a commercially reasonable standard of care.
  3. Scope. The foregoing obligations shall not apply to: (i) information that is or becomes publicly available through no fault of Recipient; (ii) information that is known by Recipient prior to the time of disclosure hereunder; (iii) information that is lawfully obtained from a third party who has the right to make such disclosure without any duty of confidentiality; or (iv) any disclosure required by applicable law, provided that Recipient shall use reasonable efforts to give advance notice to, and cooperate with, the Discloser in connection with any efforts to prevent such disclosure.
  4. Account Information. Developer shall maintain, and shall ensure that its authorized users maintain, the confidentiality of all account information (such as login information and passwords) that Guru provides to Developer, or Developer provides to Guru, to enable access to and use of a DEGS or any associated documentation and materials. Developer shall be responsible for preventing any unauthorized disclosure or use of such account information, any ramifications thereof, and for promptly notifying Guru of any breach of this obligation. Guru may deny access to any user if it reasonably believes that Developer's account information has been lost, stolen, or compromised.


9. Intellectual property ownership

Guru owns all Guru Services, APIs, Sample Code and Documentation, any other materials or technology made available to Developer, and all derivative works of any of the above. Developer owns the Developer Applications. Developer acknowledges and agrees that: (i) other developers and third parties, and Guru, may utilize the APIs and Documentation to develop and make available applications and integrations which are similar to or compete with the Developer Applications and integrations; and (ii) Guru and other third parties may develop and make available applications and integrations that are similar to or otherwise compete with, the Developer's integrations developed hereunder and the Developer Applications.

If Developer provides any suggestions or feedback (collectively, "Feedback") regarding the DEGS, the APIs, the Documentation, the Guru Service or any other intellectual property of Guru, Guru shall own such feedback without compensation to Developer and Developer hereby assigns such Feedback to Guru.

10. Warranties; Disclaimer of Warranties

  1. Warranties of Developer. Developer represents and warrants to Guru that:

    Each Developer Application and integration:

    (i) shall be developed in a good and workmanlike manner and in compliance with the requirements and purposes of this Agreement;
    (ii) shall not infringe any third party's intellectual property rights;
    (iii) shall be free from any viruses or malicious code, or any code or mechanism which would permit unauthorized access to any Guru Service (i.e. any access other than that which, in compliance with the APIs and Documentation, allows the exchange of data between the Guru Service and the Developer Application); and
    (iv) shall contain no open source, freeware, copyleft or similar components which would require general or public disclosure of any component of any Guru Service or other Guru technology or otherwise impair Guru's rights in any Guru Service or technology.

    it shall comply with applicable laws and regulations;

    it will make no representations, commitments, warranties or guarantees regarding Guru, any Guru Service or any other intellectual property of Guru other than as permitted in the Agreement.

    It shall not provide any data to Guru or to any Guru Service other than sample data which does not identify, reflect or represents any information regarding any actual individual or entity.
  2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GURU BE LIABLE FOR THE FAILURE, DELAY, ERROR OR IMPAIRMENT OF INTEGRATION OR INTEROPERABILITY BETWEEN ANY DEGS or GURU SERVICE AND ANY DEVELOPER APPLICATION OR INTEGRATION. GURU PROVIDES THE DEGS, APIs, DOCUMENTATION AND SAMPLE CODE ON AN "AS-IS" BASIS WITH WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THE WARRANTIES DISCLAIMED ABOVE.

11. Indemnification

Developer shall, indemnify, defend and hold Guru (and all of its officers, employees, agents and Clients; collectively, the "Indemnified Parties") harmless and from any and all damages, losses, judgments, liabilities, costs and expenses (including reasonable attorneys' fees; collectively, "Damages") arising out of or relating to:

  1. any third party claim or legal action that any Developer Application or integration, or any other materials or other intellectual property of Developer infringes any copyrights, confidentiality rights, trade secrets, trademarks, patents and other intellectual property rights of a third party;
  2. any third party claim or legal action relating to or arising in connection with any Developer Application or integration (including the interoperability of the Developer Application with any Guru Application), any other intellectual property of Developer or any negligence, willful misconduct, act or omission of Developer;
  3. any third party claim or legal action relating to or arising from any a breach by Developer of any representation, warranty or covenant set forth in this Agreement or a breach by Developer of its customer contract or privacy policy.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GURU OR ITS LICENSORS BE LIABLE, EVEN IF WE WERE ADVISED IN ADVANCE OF THE POSSIBILITY, FOR: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA, OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL GURU AND OUR LICENSORS' CUMULATIVE AND AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED ONE HUNDRED DOLLARS ($100). FOR CLARITY, MULTIPLE CLAIMS OR LIABILITY EVENTS SHALL NOT INCREASE THIS CAP. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

13. General provisions

  1. Entire Agreement. The terms and conditions contained in this Agreement comprise the entire agreement and understanding between Guru and Developer and neither is bound by any representation or inducements not specifically set forth herein. This Agreement supersedes any prior representations, discussion, communications or presentations.
  2. Severability, Modification and Waiver. If any portion of this Agreement is held to be void, invalid or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect. This Agreement may not be modified or amended except in writing signed by an authorized representative of each party. A party's failure to exercise any rights herein shall not constitute or be deemed a waiver or forfeiture of such rights. If a party wishes to waive its rights hereunder, it must provide written notification of its waiver of such rights to the other party.
  3. Non-exclusivity. This Agreement is non-exclusive.
  4. Independent Contractors and Non-Interference. The parties are each an independent contractor. This Agreement does not create an actual or apparent agency, joint venture, fiduciary or employee and employer relationship between the parties. Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of the other party or to bind the other party in any matter, including, without limitation, the right or authority to obligate the other party to accept or deliver any order, or to sell or refuse to sell to any customer.
  5. Dispute Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, or a breach thereof, the parties will consult and negotiate with each other and attempt to reach a satisfactory solution. If they do not reach settlement within a period of thirty (30) days, then, upon notice by any party to the other), any such controversy or claim will be referred to arbitration for full and final settlement by a panel of three arbitrators (or fewer if agreed by the Parties) appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC Rules"). All arbitration proceedings will be conducted in the English language and will be conducted pursuant to ICC Rules. Any award issued pursuant to ICC Rules may be enforced by any court of competent jurisdiction. The allocation of the cost of the arbitrators and administration of conducting the arbitration will be borne equally by the Parties. The governing law is the State of Delaware and the place of arbitration is Philadelphia, PA. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
  6. Assignment. No right or obligation of Developer under the Agreement may be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without Guru's express prior written consent, and any attempt to assign, delegate or otherwise transfer any of Developer's rights or obligations hereunder, without such consent, shall be void. Subject to the preceding sentence, the Agreement shall bind each party and its permitted successors and assigns. For clarity, Guru may assign this Agreement, in whole or in part, and/or may delegate obligations hereunder, in its sole discretion.
  7. Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, and, in the case of notices to us, sent to Guru Technologies, Inc., Attn: Vice President of Business Development, 121 S. Broad Street, 11th Floor, Philadelphia, PA. 19107 or to such other address as shall be given in accordance with this Section 13.5, and, in the case of Developer, to the address supplied to Guru when registering, and shall in each case be effective upon receipt.
  8. Force Majeure. Neither party shall be liable for failure to fulfill its obligations under this Agreement if that failure is caused, directly or indirectly, by reasons beyond its reasonable control, including flood, fire, civil disorder, government actions, war, terrorism, embargoes, labor disputes/strikes or other natural calamity or act of God.
  9. No Third-Party Beneficiaries. Nothing in this Agreement is intended to, or shall, create any third-party beneficiaries, whether intended or incidental, and neither Party shall make any representations to the contrary.
  10. Publicity. Except as otherwise provided in this Agreement, each party shall obtain the prior written consent of the other prior to: (a) releasing any press release or public announcement regarding the other party or the relationship established hereby or (b) using the other party's name, or the name of any product or solution of the other party in any marketing or other materials or campaigns.
  11. Audit Rights. Upon reasonable notice, Guru shall have the right to audit, at its expense, Developer's books and records, business and development practices, operations, systems and Developer Applications not more than once per calendar year to ensure past and ongoing compliance with this Agreement. Developer shall cooperate and support any such audit as reasonably requested by Guru.