DEVELOPER AGREEMENT
IMPORTANT! PLEASE READ CAREFULLY. THIS IS A CONTRACT. BY SELECTING “I AGREE…” AND CLICKING "SUBMIT" ABOVE, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
This Agreement is by and between Ranger MSP Ltd (“Company”) of Tel Aviv, Israel and Development Partner (“Partner”) indicated under the Acceptance Section.
Except for situation where a Developer Agreement has already been manually signed by Partner and Company, this document supersedes any prior API or developer agreement in existence between Company and Partner.
The term of this Agreement (the “Term”) shall commence at the time the “Submit” button above is clicked (“Effective Date”) and shall continue for an initial term of one (1) year, and thereafter on each anniversary of the Effective Date shall be automatically extended for an extension term of one (1) year, unless sooner terminated in accordance with the terms hereof. The initial term and any such extension term shall be deemed part of the Term.
Recitals. RangerMSP is a software product developed, owned, and manufactured by Company herein referred to as "RangerMSP". Partner desires to integrate new or existing software applications (the “Developer Application”) or otherwise interface/integrate with RangerMSP as a complimentary offering to RangerMSP.
Deliverables. RangerMSP Application Programming Interface (“API”) is available for version 5.5 and higher. The API and Software Development Kit (“SDK”) is made available in electronic format only.
Warranties. Company makes no warranty that the RangerMSP software product or API or SDK materials will operate properly in connection with the Developer Application, or that the API and SDK are free of errors or bugs.
Compatibility. RangerMSP version and build updates sometimes require recompiles of applications that are compiled against a specific version of the API due to, but not limited to, changes to the API. As such, Partner’s customers may need an updated version of the Developer Application for the Developer Application to continue to be compatible with RangerMSP. It is Partner’s responsibility to inform their customers of this requirement. Company assumes no responsibility for changes that may be required for continued compatibility.
No Expectation. Partner shall have no expectation of continued compatibility between Partner Applications and RangerMSP.
Customer Technical Support. Company shall not be responsible for any customer support of Developer Application. Partner shall be solely responsible, at Partner’s expense, for providing customer support to the End Users, customers and distributors of the Developer Application.
Development Standards. The following standards must be adhered to:
(a) The Developer Application must not appear to nor imply that it is part of RangerMSP. Specifically, in any messages displayed by the Developer Application, that reference RangerMSP in any way, must clearly indicate that the message is not from Company or RangerMSP. An acceptable message, for example, could be “Developer Application for RangerMSP - your message“. If the Developer message needs to contain the Developer Application version number, then “Developer Application v1.5 for RangerMSP” is acceptable, while “Developer Application for RangerMSP v3.5” is not acceptable. The location of the Developer Application version number is important so as to avoid the impression that the version reference applies to RangerMSP.
(b) The Company logo or RangerMSP icon or their likeness is not to be used as the Partner logo or the Developer Application icon.
(c) The Developer Application product name must adhere to the RangerMSP Brand Name requirements set forth herein.
(d) The Developer Application must be a generally stable application, meaning it does not unexpectedly terminate on a frequent basis.
(e) The Developer Application must not inhibit the performance of RangerMSP.
(f) The Developer Application must not in any way affect the stability of RangerMSP.
(g) The Developer Application must not corrupt or otherwise damage RangerMSP data.
(h) The Developer Application must not in any way violate, bypass, or breach the RangerMSP licensing model.
(i) The Developer Application must not in any way violate, bypass, or breach RangerMSP User/Privileges-Group security features.
Developer Support Policies. The API is made available to skilled developers. Company expects Partner developers that use the API to be well versed in programming and troubleshooting. There is no voice support for the API. Please direct all questions to the API/SDK Programming section of the RangerMSP Brand Name dedicated support forum (when such a forum becomes available) or directly by email to the Company support team, in case the forum is not available.
Developer Benefits. Upon satisfactory review by Company of developer product:
(a) Partner will become eligible for product listing on Company's website. Partner’s continued partner listing is subject to the discretion of Company.
(b) Company staff will be informed of the availability of the Developer Application so they may recommend to customers and prospects as appropriate.
Competing Products. Nothing in this Agreement will be construed as limiting either party’s right to develop, market, distribute, install and support products that compete with each other’s products, and to otherwise compete with each other, without any obligation to the other part whatsoever in connection therewith.
Non-Disclosure. The API, SDK, and sample API source code may not be distributed to any party outside of Partner’s company.
Confidentiality. Each party acknowledges that in the course of performance of its obligations pursuant to this Agreement, it may obtain certain confidential and/or proprietary information (“Confidential Information”). Each party hereby agrees that all such information communicated to it by the other party, including RangerMSP, API, SDK, documentation, and identified as confidential or which by its very nature is confidential, whether before or after the Effective Date, shall be and was received in strict confidence, shall be used only for purposes of this Agreement, and shall not be disclosed without the prior written consent of the other party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond either party's reasonable control.
No Endorsement. Partner acknowledges and agrees that Company does not, and will not, make any endorsements, warranties, or guarantees of performance with respect to Partner's products or services, and in no event shall it be construed under this Agreement that Company has in fact made any certifications with respect to the foregoing.
Licensed Trademarks. Licensed Trademarks means the names, logos, slogans and other designations used or designated by Company, including without limitation, the corporate name, trade names, trademarks, service marks, product names, product descriptions, product tag lines, company tag lines, corporate descriptions, and all RangerMSP related materials.
Trademark Usage. During the Term of this Agreement, Company hereby grants Partner a non-exclusive, non-transferable license to use the Licensed Trademarks, solely for the purpose of identifying the origin and ownership of Company’s software products, and not for any other purpose; provided that both a covenant by Partner and a condition of Company's grant of rights to Partner, Partner will comply with Company’s standards for use. All goodwill created and/or associated with the Licensed Trademarks will inure to the benefit of and be owned by Company. Company may discontinue the use of any Licensed Trademark at any time and Partner will thereupon cease to use such mark. During and after the Term of this Agreement, Partner is not permitted to alter, modify, or create derivatives of any Company Licensed Trademarks.
RangerMSP Brand Name. RangerMSP brand name derivatives (“Brand Name Derivatives”) shall be defined as names containing, ending, or starting with “RangerMSP”, “Ranger”, “RangerCRM”, “Ranger Software”, “CCRM”. Partner may not include the RangerMSP name or Brand Name Derivatives in Partner’s website domain names, Partner’s product names, or Partner’s company names, to include all subsidiaries, divisions, and joint ventures. Partner’s product name(s) can however end with "for RangerMSP™". In any marketing material that references RangerMSP such as but not limited to brochure content, email content, and website content shall clearly identify that RangerMSP is a product of Company by including the disclaimer of “RangerMSP™ and its logo are trademarks of Ranger MSP Ltd.”. When the RangerMSP product is described for sale purposes, the product description must start with "RangerMSP™ - a product by Ranger MSP Ltd."
No Copying. Partner shall not copy, reproduce, replicate or otherwise multiply RangerMSP and/or RangerMSP related materials without the expressed written consent of Company. Partner will not, under any circumstances, disassemble, decompile, or otherwise reverse engineer Company’s products, proprietary materials, intellectual property rights, and confidential information, in whole or in part, or cause others to do the same.
Web Site Content and Links.
(a) Each party is authorized to establish a hypertext link (the "Link") from its Web Site to the other party's Web Site. Each of Company and Partner hereby grants to the other party a non-exclusive, non-transferable, royalty-free right to use the granting party's trademarks, and copyrighted images and text in accordance with this Agreement for use in connection with the link.
(b) Any material relating to RangerMSP that is listed on Partner’s website must be current and accurate. If Partner wishes to have information detailing multiple versions of RangerMSP, the current version must be clearly indicated.
(c) Each party shall have the right to remove the other party's Link from its own Web page at any time without notice, for any reason or for no reason, and agrees to remove the other party's Link from its Web page within five (5) business days after receiving a written request to do so from the other party.
Restriction on Solicitation of Leads.
Customer Leads. Partner acknowledges that during its relationship with Company it will be exposed to Confidential Information relating to Company’s customers and will develop customer or potential customer leads through Partner’s relationship with Company, including without limitation leads received as a result of Partner’s listing on Company websites.
Partner will not market, distribute, or sell any products or services competitive with Company’s products or services to Customer Leads. Nothing in this Agreement prohibits Partner from marketing, distributing, or selling products competitive to Company products to leads generated independent of Partner’s relationship with Company.
If the Agreement terminates per this section, then Partner shall immediately cease and desist from use of Customer Leads.
Non-Solicitation of Employees.
Company. During the term of this Agreement and for a period of twelve (12) months thereafter, Company agrees to not directly or indirectly solicit, recruit, or attempt to persuade any Partner employee to terminate his or her employment.
Partner. During the term of this Agreement and for a period of twelve (12) months thereafter, Partner agrees to not directly or indirectly solicit, recruit, hire, or attempt to persuade any Company employee to terminate his or her employment.
Public Advertising of Open Positions. The above Non-Solicitation provision shall not be construed to prevent a party from advertising open positions via any media, so long as the advertisement is not specifically directed at or tailored to employees of the other party.
Limitation of Liability. Neither partner shall be held liable for an employee’s failure to disclose a previous employment relationship with the other partner, when the hiring partner would have no reasonable means to know of the previous employment relationship.
Code of Conduct. Partner agrees to use its best efforts to conduct its business in an ethical manner and shall not conduct its business in a manner that would injure the reputation of Company or Company’s products. Further, Partner shall avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper.
Termination.
For Convenience. Either party may terminate this Agreement for convenience without a notice.
For Breach. This Agreement may be immediately terminated by either party, effective immediately, in the event of any of the following: (a) Any failure to comply with the material terms and conditions of this Agreement, (b) Any act of bankruptcy, (c) Failure to pay any payments due to Company, or (d) Partner is acquired by or becomes Company’s competitor.
For Egregious Breach. In the event Partner violates any of the following Sections: “Non-Disclosure”, “Confidentiality”, “Restriction on Solicitation of Leads”, “Non-Solicitation of Employees”, Company may immediately terminate this Agreement without Partner’s right to cure for breach.
Scope. Termination of this Agreement does not automatically terminate any other agreements that may be in effect between Company and Partner at the time of this Agreement’s termination.
Effect of Termination. Effective immediately upon termination of this Agreement, Partner will cease use of the RangerMSP API and SDK, cease use of NFR licenses (if applicable), cease use of all Company Licensed Trademarks, and will cease to represent itself as a Company or RangerMSP Partner. Partner is not prohibited from continuing to sell existing Developer Product containing RangerMSP integration, however all references to Company, RangerMSP, and Brand Name Derivatives must be removed from the Developer Product, related documentation, website, advertising, marketing materials and any other materials within thirty (30) days of termination. All references to Partner will be removed from Company websites and applicable marketing material.
Miscellaneous.
Headings. The headings of the Sections hereof are for convenience only and will not in any way affect the meaning or interpretation of this Agreement.
Representations. Partner is not to represent itself in any way that misleads or misrepresents their relationship, standing, or accreditation with Company. Partner may not use such terms as, but not limited to, authorized, certified, accredited, endorsed, preferred, premium, silver, gold, or platinum without the express written consent of Company. Additionally, Partner is not permitted to imply that its products are licensed by Company.
Non-Disparagement. Partner shall not at any time during or after the Term disparage Company or be critical of Company, Company’s products, or any employee of Company to any third person or entity.
Injunctive Relief. Both parties acknowledge that it is impossible to measure fully, in money, the injury that will be caused to a party in the event of a breach or threatened breach of any of the provisions of this Agreement and both parties waive the claim or defense that it has an adequate remedy at law. In any action or proceeding to enforce the provisions of this Agreement, neither party will assert the claim or defense that such a remedy at law exists. Both parties will be entitled to injunctive relief to enforce the provisions of such sections hereof, without prejudice to any other claim that the enforcing party may have at law or in equity.
Arbitration. Except for actions initiated by either party for injunctive relief pursuant to the Injunctive Relief section of this Agreement, any dispute, controversy or claim arising out of, relating to or in connection with this Agreement or the performance or nonperformance of either party hereto, which cannot be promptly resolved on an amicable basis, shall be resolved by arbitration by a single arbitrator (the "Arbitrator"). The arbitration shall be held in Tel Aviv, in accordance with the laws and regulations of the State of Israel. The prevailing party will be entitled to recover from the other party its costs and fees, including reasonable attorneys’ fees. The Arbitrator shall be selected by agreement of the parties and, failing such agreement within ten (10) days after either party shall have requested such arbitration, the Arbitrator shall be appointed by the President of the Israeli Bar Association. The decision and award of the arbitrator will be final and conclusive upon the parties, in lieu of all other legal, equitable or judicial proceedings between them, and no appeal or judicial review of the award or decision of the arbitrator will be taken, but rather any such award or decision may be entered as a judgment and enforced in any court having jurisdiction over the party against whom enforcement is sought.
Indemnification. Company shall indemnify and hold Partner and Partner’s subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim (i) alleging that the Company API infringes, misappropriates or violates any rights of an Israeli third party, and (ii) that, if true, would constitute a breach by Company of this Agreement. Partner shall indemnify and hold Company and Company’s subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim (i) alleging that Partner Applications infringe, misappropriate or violate any rights of a third party; or (ii) that, if true, would constitute a breach by Partner of this Agreement.
Choice of Law/Venue. The validity and interpretation of this Agreement and the rights and obligations of the parties hereunder will be governed by the laws of the state of Israel. Each of Company and Partner hereby: (a) agrees that any legal proceeding arising out of or relating to this Agreement will be instituted in the courts of Israel; (b) agrees that the sole and exclusive jurisdiction over any dispute between the parties shall be of the competent courts of Israel; (c) consents to the personal and exclusive jurisdiction of such court; and (d) waives any objection that it may have to the laying of venue of any such proceeding and any claim or defense of inconvenient forum.
Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS ABOVE, (A) NEITHER Partner NOR Company SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF Partner OR Company HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL Company’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID TO Company BY AND DUE FROM PARTNER UNDER THIS AGREEMENT.
Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed to have been given: (a) on the date that they shall be personally delivered; (b) on the seventh day following the date that they shall have been sent by registered or certified mail, return receipt requested, postage prepaid, to the party to be notified at the address set forth in the Acceptance Section of this Agreement or at such other address as the party to be notified may have furnished to the other by notice hereunder; (c) on the day following the date that they shall have been sent by internationally recognized overnight courier to the party to be notified at the address set forth in the Acceptance Section of this Agreement or at such other address as the party to be notified may have furnished to the other by notice in the manner herein set forth.
No Partnership. Nothing in this Agreement will be construed to create a joint venture, partnership, agency, or any other similar arrangement between Company and Partner.
No Authority to Bind. Partner will have no power or authority, express or implied to make any commitment or incur any obligation on behalf of Company. Company will have no power or authority, express or implied, to make any commitment or incur any obligation on behalf of Partner.
Severability. Should any provision (or portion thereof) of this Agreement be declared to be void or invalid by the final decision of any court of competent jurisdiction, the remainder of this Agreement shall continue to be in force between the parties, as if the portion which has been declared invalid or void was excluded from the Agreement at its commencement.
Force Majeure. Neither party will be liable to the other under this Agreement if delayed or prevented from performance by causes beyond its control including, but not limited to, hurricanes, fires, floods, strikes, acts of God, war, insurrection, governmental restrictions, electrical outages, labor disputes or other causes of a like or different nature beyond the control of such party.
Whole Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements, warranties, representations, and agreements, oral and written, relating hereto. Except as otherwise expressly provided herein, this Agreement may only be amended in a writing signed by both parties.
No Waiver. No rights under this Agreement may be waived, except by an instrument in writing executed by the party to be charged with such waiver. No waiver of any term, provision or condition of this Agreement, in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of any such term, provision, or condition, or as a waiver of any other term, provision or condition of this Agreement. A party’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing.
Assignment. Partner may not assign or otherwise transfer any right under this Agreement without Company’s prior written consent, which may be withheld in Company’s sole discretion.
Survivability. The parties respective rights and obligations under Sections “Warranties”, “Compatibility”, “Customer Technical Support”, “Development Standards“, “Non-Disclosure”, “Confidentiality” , “Licensed Trademarks”, “RangerMSP Brand Name”, “No Copying”, “Restriction on Solicitation of Leads”, “Non-Solicitation of Employees”, “Termination”, “Miscellaneous”, and “Survivability” of this Agreement shall survive the expiration or termination of this Agreement.
Acceptance. The partner hereto fore accept the terms of this Agreement as acknowledged by selecting “I Agree…” and clicking the “Sumbit” button above. If Partner is entering into this Agreement on behalf of a company or other organization, by selecting “I Agree…” and clicking “Sumbit’ you declare that you have the authority to bind that company or organization to this Agreement and commit funds on its behalf.