Sonar Partner Program Master Agreement

BY REGISTERING WITH SONARSOURCE SA (“SONARSOURCE”), YOU CONSENT AND AGREE, ON BEHALF OF THE ORGANIZATION YOU REPRESENT (AS "PROGRAM MEMBER"), TO BE BOUND BY THIS SONAR PARTNER PROGRAM MASTER AGREEMENT (“AGREEMENT”).

ACCEPTANCE: By submitting its registration, Program Member warrants that it (i) has full corporate power and authority to enter into this Agreement; (ii) has read and understands this Agreement; and (iii) has had sufficient opportunity to consult with counsel prior to agreeing to the terms herein.

SonarSource’s acceptance of Program Member’s application or any order shall be contingent on (i) Program Member’s acceptance of the terms herein; and (ii) SonarSource’s approval of Program Member’s application. SonarSource licenses and does not sell software. Use of terms such as “purchase,” “sell,” and “resell” when used in reference to SonarQube Products means the “purchase,” “sale,” or “resale” of a license to access and use SonarQube Products.

1. DEFINITIONS

• 1. 1. “Confidential Information” means (i) any proprietary or non-­public information of a party which a reasonable person would understand to be confidential or proprietary, including, without limitation, any information relating to a party’s current and planned products and services, technology, know-­how, designs, finances, accounts, manufacturing, customer lists, business forecasts, and marketing plans; (ii) any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally, is identified as “Confidential” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days of any such disclosure; and (iii) the specific terms and pricing set forth in this Agreement.
• 1.2. “Distributor” means any entity licensed by SonarSource to distribute SonarQube Products to Program Member.
• 1.3. “Documentation” means the official user documentation prepared and provided by SonarSource on the use of SonarQube Products. For the avoidance of doubt, any online community site, unofficial documentation, videos, white papers, related media, or feedback do not constitute Documentation.
• 1.4. “End User(s)” means a party that acquires SonarQube Products for such party’s own use and not for further distribution or resale.
• 1.5. “Intellectual Property Rights” means patent rights, copyrights, trade secrets, and any other intellectual property rights recognized in any country or jurisdiction in the world.
• 1.6. “Marks” means SonarSource’s trademarks, service marks, trade names, and logos, including, without limitation, “SonarQube,” “Sonar,” and “SonarSource”.
• 1.7. “Portal” means the Sonar Partner Program website, accessible via https://www.sonarsource.com. The Portal contains guidelines and updates regarding the Sonar Partner Program.
• 1.8. “SonarQube Terms” means the SonarQube Server Terms and Conditions, the SonarQube Cloud Terms of Service, or any standard end-user software license agreement available at the Portal, as applicable and as may be modified from time to time by SonarSource.
• 1.9. “SonarQube Products” means the software or services branded “SonarQube” which Sonar Partner Program Member is licensed to market in accordance with the terms of this Agreement.
• 1.10. “Term Sheet” means additional partner program terms that reference this Agreement and are agreed to by SonarSource and Program Member.
• 1.11. “Territory” means the countries or other geographical locations communicated to Program Member upon completion of the Program Member registration process.

2. APPOINTMENT

• 2.1. Appointment. Subject to Program Member’s compliance with the terms and conditions of this Agreement, SonarSource hereby appoints Program Member, and Program Member accepts such appointment, as an independent non-exclusive reseller of SonarQube Products. This appointment authorizes Program Member to purchase SonarQube Products from SonarSource, or from a Distributor of SonarSource, for resale and distribution to End Users located in the Territory. SonarSource may independently supply SonarQube Products to third parties in the Territory. Unless otherwise provided in a Term Sheet, SonarSource has no obligation to offer discount pricing to Program Member for orders of SonarQube Products for End Users outside of the Territory. 
• 2.2. Terms. Program Member acknowledges and agrees that all SonarQube Products sold or provided to any End Users either are: (i) subject to the SonarQube Terms; or (ii) subject to custom terms negotiated and agreed to by SonarSource in writing. Program Member will notify SonarSource promptly of any breach of the SonarQube Terms and will assist SonarSource to enforce the SonarQube Terms.
• 2.3. Restrictions. Program Member acknowledges that SonarQube Products contain trade secrets of SonarSource, and, in order to protect such trade secrets and other interests that SonarSource may have in SonarQube Products, Program Member agrees not to disassemble, decompile, or reverse engineer SonarQube Products or permit any third party to do so. Except as expressly permitted under this Agreement, Program Member will not: (i) copy or modify SonarQube Products; (ii) use, sublicense, distribute, or otherwise transfer SonarQube Products; or (iii) provide or make the functionality of SonarQube Products available to third parties by means of hosting, application services provider, service bureau, or any other type of services. SonarSource reserves all right, title, and interest in and to SonarQube Products not expressly granted by SonarSource under this Agreement.
• 2.4. Trademark License. Subject to Program Member’s compliance with the terms and conditions of this Agreement, SonarSource grants to Program Member a non-exclusive and non-transferable license to use the Marks, during the term of this Agreement, solely in connection with the marketing, promotion, sale, and distribution of SonarQube Products, except that Program Member shall not register any domain name containing a Mark. Any such use of a Mark by Program Member must correctly attribute ownership thereof to SonarSource and must be in accordance with applicable law and SonarSource’s then-current trademark usage guidelines. Upon SonarSource’s request, Program Member will submit to SonarSource for approval any advertising, marketing, or promotional materials in which Program Member plans to use a Mark. SonarSource’s approval shall not be unreasonably withheld or delayed. Program Member will not remove or obscure any Marks on or in SonarQube Products, and will not attach any additional trademarks, logos, or trade designations on or to SonarQube Products. Program Member acknowledges and agrees that SonarSource owns the Marks and that any and all goodwill that is created by or that result from Program Member’s use of a Mark hereunder inures solely to the benefit of SonarSource. Program Member will at no time contest or aid in contesting the validity or ownership of any Mark or take any action in derogation of SonarSource’s rights therein, including, without limitation, applying to register any trademark, trade name, or other designation that is confusingly similar to any Mark.

3. PROGRAM MEMBER OBLIGATIONS

• 3.1. Qualifications. In addition to the rights and responsibilities set forth in this Agreement and in any Term Sheet, Program Member agrees to comply with the policies and criteria (corresponding to its assigned Sonar Partner Program member level) established by SonarSource for the Sonar Partner Program Member Program, as set forth in the Portal. SonarSource may change such policies and criteria from time to time as it sees fit. It shall be the sole responsibility of Program Member to check the Portal for updates.
• 3.2. Marketing and Promotion. Program Member will aggressively market and promote SonarQube Products in the Territory in accordance with the terms of this Agreement. From time to time, SonarSource will provide Program Member, at no cost, with marketing collateral to enable Program Member to market and promote the SonarQube Products. Program Member may not modify any such marketing collateral without SonarSource’s prior written consent.
• 3.3. Business Conduct. Program Member will: (i) avoid deceptive, misleading, or unethical practices; (ii) conduct business in a manner that reflects favorably on the SonarQube Products and the good name, goodwill, and reputation of SonarSource; and (iii) make no representations, warranties, or guarantees to customers or to the trade with respect to the specifications, features, or capabilities of SonarQube Products that are inconsistent with the Documentation and marketing collateral distributed by SonarSource.

4. EXPORT COMPLIANCE

• 4.1. Each party shall comply with all applicable laws and regulations in connection with its performance under the Agreement. Without limiting the generality of the foregoing, (a) Program Member represents and warrants that it is not, and that it will not market or resell the SonarQube Products to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) Program Member will not (and will not permit any of its End Users to) access or use SonarQube Products in violation of any U.S. export embargo, prohibition, or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations. SonarSource shall have the right to suspend the performance of any of its obligations under the Agreement, without prior notice and without any liability to Program Member if either party fails to comply with this provision.

5. PAYMENTS; TAXES

• 5.1. Where Program Member orders directly from SonarSource, all amounts due by Program Member to SonarSource are payable and due in accordance with the payment terms defined in the applicable invoice. If Program Member fails to make payments according to the applicable invoice, SonarSource shall be entitled, at its sole discretion, to: (i) charge a late fee and interest at the highest rate permitted by law; and/or (ii) terminate this Agreement. All payments are non-refundable and SonarSource will not make any refunds or credits for partial months of service, refunds for upgrades/downgrades, or refunds for any time that the SonarQube Products are unused. 
• 5.2. Where Program Member orders from a Distributor, Program Member shall negotiate the applicable price and shipment terms with the Distributor and Program Member acknowledges that any pricing information provided by SonarSource is a non-binding price recommendation. Program Member shall, at its sole discretion and risk, negotiate the applicable price with End Users.
• 5.3. Program Member shall bear and be responsible for the payment of all taxes, fees, or duties, (excluding taxes based on SonarSource’s income), however designated, associated with the purchase of a license for any SonarQube Products based upon this Agreement.
• 5.4. During the term of this Agreement and for a period of three (3) years after any termination or expiration thereof, Program Member will maintain complete and accurate books, records, and accounts relating to the distribution of SonarQube Products and will permit SonarSource’s authorized representatives to examine them on reasonable prior notice.

6. CONFIDENTIALITY

• 6.1. Protection of Confidential Information. Each party shall protect the other's Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information. Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Confidential Information shall not include information that the receiving party can show (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
• 6.2. Permitted Disclosure. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. The foregoing obligations of each party shall continue for the period terminating three (3) years from the date on which the Confidential Information is last disclosed.
• 6.3. Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that SonarSource reasonably determines that Program Member no longer requires access to the Confidential Information in order to perform its obligations, Program Member shall return to SonarSource, or shall destroy, as SonarSource shall specify, all copies of all the Confidential Information in Program Member's possession. Within five (5) calendar days thereafter, Program Member shall provide SonarSource with a certificate, executed by an officer of Program Member, confirming that all copies of all such Confidential Information have been returned to SonarSource or destroyed, as the case may be.

7. BUSINESS CONTACT INFORMATION

Each party may be given access to the names and contact information regarding a party’s personnel, officers, and director, suppliers, and customers (“Business Contact Information”).  Each party shall be considered a data controller with respect to the other party’s Business Contact Information and shall be entitled to transfer such information to any country where such party or its affiliates operate. Business Contact Information shall be treated as Confidential Information hereunder. Program Member shall only collect and process Business Contact Information in accordance with applicable law. Program Member represents that Program Member’s data protection policies and practices are, and will be maintained, at a minimum in accordance with standard industry practices applicable to data protection, information security, and privacy. Program Member shall provide immediate written notice of any unauthorized access, use, or disclosure of Business Contact Information or any security breach that could affect SonarSource or End Users or could impact the activities to be performed under this Agreement. In such event, Program Member shall immediately take remedial action as required by applicable data protection legislation and as requested by SonarSource. Program Member warrants that it has obtained all necessary consents to provide Business Contact Information to SonarSource for the purpose of performing this Agreement. Program Member shall upon reasonable request, provide appropriate evidence of Program Member’s compliance with this Section 7.

8. WARRANTIES

SONARSOURCE MAKES NO WARRANTIES OR REPRESENTATIONS TO PROGRAM MEMBER OR TO ANY OTHER PARTY REGARDING THE SONARQUBE PRODUCTS, EXCEPT AS SET FORTH IN THE SONARQUBE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SONARSOURCE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PROGRAM MEMBER WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS IN SONARSOURCE’S NAME OR ON SONARSOURCE’S BEHALF.

9. INDEMNIFICATION

• 9.1. SonarSource Indemnity. SonarSource will defend or settle any action brought against Program Member to the extent that it is based upon a third-party claim that the SonarQube Products, as provided by SonarSource to Program Member under this Agreement, infringes any United States patent or any copyright or misappropriates any trade secret, and will pay any costs and damages made in settlement or awarded against Program Member in final judgment resulting from any such claim, provided that Program Member: (i) gives SonarSource prompt notice of any such claim; (ii) gives SonarSource sole control of the defense and settlement of such claim; and (iii) gives SonarSource, at SonarSource’s expense, all information and assistance reasonably required for the defense and settlement of such claim. SonarSource will not be bound by any settlement or compromise that Program Member enters into without SonarSource’s express prior consent.
• 9.2. Injunctions. If Program Member’s right to distribute SonarQube Products under this Agreement is, or in SonarSource’s opinion is likely to be, enjoined due to the type of claim specified in Section 9.1, then SonarSource may, at its sole option and expense: (i) procure for Program Member the right to continue to distribute such SonarQube Products under the terms of this Agreement; (ii) replace or modify such SonarQube Products so that they are non-infringing; or (iii) if options (i) and (ii) above cannot be accomplished despite SonarSource’s reasonable efforts, then SonarSource may terminate Program Member's rights and SonarSource’s obligations hereunder with respect to such SonarQube Products.
• 9.3. Indemnity Exclusions. SonarSource will have no obligation under Sections 9.1 or 9.2 for any claim of infringement or misappropriation to the extent that it results from: (i) the combination, operation, or use of a SonarQube Product with or in equipment, products, or processes not provided by SonarSource; (ii) modifications to a SonarQube Product not made by or for SonarSource; (iii) Program Member’s failure to offer an updated or modified SonarQube Product provided by SonarSource; or (iv) Program Member’s promotion or distribution of a SonarQube Product other than in accordance with this Agreement.
• 9.4. Limitation. THE FOREGOING PROVISIONS OF THIS SECTION 9 SET FORTH SONARSOURCE’SSOLE AND EXCLUSIVE LIABILITY AND SONAR PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
• 9.5. Sonar Partner Program Member Indemnity. Program Member will defend, indemnify and hold SonarSource harmless from and against all liabilities, damages, costs, fees, and expenses, including reasonable attorney’s fees arising out of or resulting from any third-party claim based on or otherwise attributable to: (i) Program Member’s gross negligence or intentional misconduct; (ii) any misrepresentations made by Program Member with respect to SonarSource or the SonarQube Products; (iii) a breach of Section 2.4 (Trademarks) or Section 3.3 (Business Conduct); or (iv) any of the conditions specified in Section 9.3.

10. LIMITATION OF LIABILITY

• 10.1. Exclusion of Certain Damages. IN NO EVENT WILL SONARSOURCE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL, OR OTHER ECONOMIC LOSS), OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY SONARQUBE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, WHETHER OR NOT SONARSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• 10.2. Total Liability. SONARSOURCE’S TOTAL LIABILITY TO PROGRAM MEMBER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (I) AMOUNTS PAID TO SONARSOURCE DURING THE TWELVE (12) MONTH PERIOD LEADING UP TO THE CLAIM OR (II) FIFTY THOUSAND DOLLARS ($50,000.00 USD).

11. TERM AND TERMINATION

• 11.1. Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in effect for a term of one (1) year thereafter. At the end of such one (1) year term (“Expiration Date”), this Agreement will automatically renew unless either party notifies the other party, in writing, of its intent to not renew this Agreement, at least thirty (30) days prior to Expiration Date.
• 11.2. Termination For Cause. Either party may terminate this Agreement, at any time, if the other party breaches any material term of this Agreement and fails to cure that breach within thirty (30) days after notice thereof from the non-breaching party. SonarSource may also terminate this Agreement, at any time, if: (i) Program Member breaches any of its payment obligations under this Agreement and fails to cure that breach within ten (10) days after notice thereof from SonarSource; (ii) Program Member becomes the subject of a voluntary or involuntary petition in bankruptcy or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) Program Member is merged or consolidated, sells all or substantially all of its assets, or is subject to any substantial change in management or control.
• 11.3. Termination for Convenience. This Agreement may be terminated by SonarSource at will, for any reason or for no reason, upon no less than ninety (90) calendar days' prior written notice to Program Member. The parties acknowledge and agree that, due to the complex nature of their commercial relationship and each party's need to manage its supplier and/or Program Member relationships, this Section 11.3 is a material inducement for each party to enter into this Agreement, and this provision shall be enforceable by the other party in all circumstances.
• 11.4. Effect of Termination. Upon the termination or expiration of this Agreement: (i) where applicable, the due dates of all outstanding invoices to Program Member for SonarQube Products will automatically be accelerated so they become due and payable on the date of termination or expiration, even if longer terms had been provided previously; (ii) all purchase orders or portions thereof remaining undelivered on the date of termination or expiration will automatically be canceled; (iii) each party will promptly destroy all Confidential Information of the other party in its possession or control, and will provide the other party with a certification, signed by one of its officers, certifying the destruction of all such Confidential Information; (iv) Program Member will cease using the Marks; and (v) Program Member will destroy or return to SonarSource any copies of SonarSource marketing collateral in Program Member’s possession or control.
• 11.5. No Damages Upon Termination; No Dealer Protection. PROGRAM MEMBER EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY COMPENSATION, INDEMNITY, TERMINATION FEE, OR DAMAGES UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAWS OF THE TERRITORY OR OTHERWISE, INCLUDING ANY DEALER OR PARTNER PROTECTION LAWS IN ANY APPLICABLE JURISDICTION UNDER ANY THEORY, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
• 11.6. Survival. The rights and obligations of the parties under Section 5 (Payments), Section 6 (Confidentiality), Section 8 (Warranties), Section 9 (Indemnification), Section 11.4 (Effect of Termination), Section 11.5 (No Damages upon Termination), Section 11.6 (Survival), Section 12 (Dispute Resolution) and Section 13 (General) will survive the termination or expiration of this Agreement.

12. DISPUTE RESOLUTION

• 12.1. This Agreement is governed by and construed in accordance with Swiss law. Any dispute, controversy, or claim arising under, out of, or relating to this Agreement shall be submitted to arbitration in accordance with the WIPO Expedited Arbitration Rules in effect at that date. The arbitral tribunal shall be in Geneva, Switzerland. The language to be used in any such proceedings shall be English. Notwithstanding the foregoing, any claim seeking solely preliminary, injunctive, or declaratory relief may be brought in a court of competent jurisdiction.

13. GENERAL

• 13.1. Assignment. Neither party may assign or transfer the Agreement or any obligation hereunder without the prior written approval of the other party, except that, SonarSource may assign or transfer this Agreement or any obligation hereunder to (i) a subsidiary or affiliate, or (ii) an entity acquiring all or substantially all of the assets of SonarSource, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section shall be void. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
• 13.2. Compliance with Law. Program Member will have and maintain all permits and licenses required by any governmental unit or agency and will comply with all applicable laws and regulations in performing this Agreement. If this Agreement or any transaction or act contemplated herein is legally required to be approved, registered, notified, or recorded with or by any government agency in the Territory, Program Member will assume all such obligations and will indemnify and hold harmless SonarSource from any liability or expenses (including reasonable attorneys' fees and costs) from any failure by Program Member to so comply.
• 13.3. Compliance with Foreign Corrupt Practices Act. It is the intent of the parties that all payments or transfers of value by SonarSource or Program Member made in connection with this Agreement comply with the anti-­‐corruption or anti-­‐bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and that neither SonarSource nor Program Member engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Program Member represents, warrants, and covenants that it and its affiliates and their respective owners, members, officers, directors, employees, agents, and representatives have not violated, and will strictly comply with, the anticorruption or anti­bribery laws, statutes, and regulations of any country including, but not limited to, the FCPA, which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein). For purposes hereof, “Covered Recipient” means a foreign official, foreign political p(including any official thereof) or candidate for foreign political office; and “Prohibited Purpose” means assisting a party to obtain or retain business for or with, or to direct business to, any person, by: (i) influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity; (ii) inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty; (iii) securing any improper advantage; or (iv) inducing a Covered Recipient to use such Covered Recipient’s influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof).
• 13.4. Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
• 13.5. English Language. The original of this Agreement has been written in English, and that version will govern. Program Member waives any rights it may have under any applicable law to have this Agreement written in any other language. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party.
• 13.6. Notices. Any notices to be provided under this Agreement should be sent by international courier service to the registered address of the party, or to such other address as that party may request in writing that notices be sent to.  Notices may also be sent by e-mail if proof of receipt is obtained.  E-mail notices to SonarSource must be sent to contact@sonarsource.com.
• 13.7. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
• 13.8. Relationship of the Parties. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party will have the power to bind the other party or to incur any obligations on its behalf, without the other party’s prior consent.
• 13.9. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
• 13.10. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
• 13.11. Equitable Relief. Program Member acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information of SonarSource will cause SonarSource irreparable injury and significant injury for which there are inadequate remedies at law. Accordingly, notwithstanding the provisions of Section 12, SonarSource will be entitled to obtain immediate equitable relief to enjoin any such breach, in addition to all other rights and remedies that it may have under this Agreement, at law or otherwise.
• 13.12. Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter.
• 13.13. Updates on the Portal. Notwithstanding anything to the contrary, this Agreement, along with other Sonar Partner Program materials on the Portal, may be updated by SonarSource from time to time in its discretion, and Program Member shall be bound by such updates. SonarSource reserves the right to modify this Agreement in its sole discretion and Program Member shall be solely responsible to monitor the Portal for updates and changes. Orders for the purchase of SonarQube Products placed by Program Member subsequent to any modifications shall constitute acceptance of the updated or modified Agreement. For clarity, notwithstanding anything to the contrary, in no event shall any sales representative or other sales employee of SonarSource be authorized to bind SonarSource, and any purported agreement by any such representative or employee, or any SonarSource representative not in fact authorized to bind SonarSource, shall be null and void and shall not be binding on SonarSource.
• 13.14. Representation of Authority and Voluntary Nature of Agreement. By submitting an application to the Sonar Partner Program, the submitting individual represents that they are authorized to bind Program Member in full to this Agreement. Program Member acknowledges and agrees that it has carefully read this Agreement and fully understands and agrees to its contents. Each party represents that it has entered into this Agreement without undue influence or unequal bargaining power, that each party is sophisticated and accepts responsibility for entering this Agreement, and that each party is sophisticated in commercial matters and has had the opportunity to seek the advice of counsel prior to entering into this Agreement.