Celigo Marketplace Partner Agreement

1.1 "Celigo Customer Agreement" means the then-current version of the Celigo Terms of Service, located at https://www.celigo.com/terms-of-service/.

1.2 "Celigo Marketplace" or "Marketplace" means any webpage, application, interface, service or in-product experience at which Celigo makes available or lists Apps, and any other location that allows for the discovery, provision or purchase of Apps.

1.3 "Celigo Marks" means the trademarks, trade names, service marks and logos owned or otherwise used by Celigo. Nothing contained herein grants you any ownership right in the Celigo Marks or any other Celigo intellectual property.

1.4 "Celigo Platform" has the meaning given in the Celigo Developer Terms.

1.5 "End User Data" means any data, content or information of an end user that is accessed, collected or otherwise processed by you or your App in connection with use of the Celigo Marketplace or your App.

1.6 "End User Privacy Policy" means a legally adequate privacy policy provided to each end user from whom you or your App collects, accesses, or otherwise processes End User Data.

1.7 "End User Terms" means a legally adequate agreement governing end user use of your Apps.

1.8 "Laws" means all applicable laws, statutes, regulations, rules, and binding orders, judgments or directives of any governmental or regulatory authority.

1.9 "Marketplace Apps" or "Apps" means software applications, plug-ins, agents, system prompts, MCP servers, extensions, or similar tools hosted by you or by Celigo that are designed to interoperate with or within Celigo’s own software and cloud offerings (including through use of the Celigo Platform) and that you deliver to Celigo or make available through the Marketplace. "Apps" also include any New Versions of existing Apps.

1.10 "Marketplace Services" or "Services" means consulting, training, custom software development, or other professional services that are designed for Celigo customers or partners and that you deliver or make available through the Marketplace.

1.11 "New Versions" means any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications and amendments to your Apps, including any change that materially alters an App’s functional scope, the actions it is capable of taking within an end user’s environment, or the categories of data it processes.

1.12 "Partner Portal" means the online platform made accessible to Marketplace Partner by Celigo on which Celigo from time to time will communicate program details and changes, and provide sales tools and services, to Marketplace Partner.

1.13 "Program Terms" means any additional terms Celigo publishes or provides to you for a specific Marketplace program, offering or initiative in which you elect to participate.

1.14 "Security Incident" means any actual or suspected (a) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data in the possession or control of you or your agents or contractors (whether intentional or accidental), (b) security vulnerability or compromise of your App, (c) issue involving your App that materially degrades Celigo systems or networks, or (d) operation of your App outside the functional scope described in its Product Information in a manner that affects End User Data or an end user’s environment.

2.1 Listings. You may list Apps and Services on the Marketplace subject to this Agreement and any applicable Program Terms. You have sole discretion over the prices and commercial terms on which you license your Apps. End users order from you, pay you, and are supported by you directly. Celigo does not process payments, issue invoices, collect fees, or issue refunds in respect of your Apps, and has no payment obligation to you under this Agreement.

2.2 Product Information. You will provide to Celigo, on or prior to the initial availability date you designate for a Marketplace App (the "Initial Availability Date"): (a) the App title, Initial Availability Date, category, Marketplace Partner name, price, product description, icon, logo or banner images, and any other information related to the App that Celigo requires; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with you or the App that you wish to appear in connection with your App; and (c) your End User Terms and End User Privacy Policy ((a)-(c), collectively, "Product Information"). Together, the Marketplace Apps and Product Information are "Content."

2.3 Accuracy. You are responsible for providing accurate Product Information, and will promptly provide Celigo with corrections, updates or modifications if any Product Information becomes inaccurate or incomplete, including following any New Version.

2.4 Compliance; Order of Precedence. You will ensure that all Content complies with this Agreement and any applicable Program Terms, which are incorporated into this Agreement with respect to the program to which they apply. In the event of a direct conflict between applicable Program Terms and this Agreement, the Program Terms will govern with respect to that program. In your activities under this Agreement you also agree to comply with the applicable provisions of the Celigo Customer Agreement (as may be modified from time to time by Celigo).

2.5 Taxes. You are solely responsible for determining, collecting, reporting and remitting any sales, use, value-added, withholding or other taxes arising from your licensing or sale of Apps and Services to end users, and for any income or other taxes payable by you. Celigo has no responsibility for any such taxes.

3.1 License Grant to Celigo. You hereby grant Celigo, during the Term (and thereafter in accordance with Section 8 (Term and Termination)), a nonexclusive, royalty-free, worldwide right and license:

(a) to host, make available, and distribute the Marketplace Apps through the Celigo Marketplace to end users by all means of electronic distribution available now or in the future, solely to the extent you elect to make an App available through Celigo’s systems rather than directly from you;

(b) to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform the Product Information (and any such excerpts) in any and all digital and other formats for promotional purposes in connection with (i) the Celigo Marketplace and (ii) listings for your Apps;

(c) otherwise to use, store and copy your Content (i) for testing and evaluation conducted by Celigo and its third party vendors; (ii) for purposes of exercising Celigo’s rights and fulfilling Celigo’s obligations hereunder; and (iii) for purposes of enforcing this Agreement and any applicable Program Terms; and

(d) to use your Apps for Celigo’s own business purposes internally, within the scope for which the App’s use is reasonably intended (the "Internal Use License").

3.2 License Clarifications. The licenses granted to Celigo in Section 3.1: (i) include rights with respect to New Versions, (ii) include the right, as described in Section 8 (Term and Termination), to continue to retain and make available Apps and Product Information to existing end users after the Term, and (iii) are granted under all applicable intellectual property rights (including patent rights).

3.3 End User Terms. You, not Celigo, license your Apps to end users, and you must provide your own End User Terms and End User Privacy Policy with any Marketplace App. Where an App operates within the Celigo Platform, your End User Terms govern the App and the Celigo Customer Agreement continues to govern the end user’s use of the Celigo Platform itself; nothing in your End User Terms may purport to modify, supersede or create obligations under the Celigo Customer Agreement. Your End User Terms and End User Privacy Policy must comply with, and be consistent with, the terms and conditions of this Agreement. You agree that Celigo does not and will not have any responsibility or liability related to compliance or non-compliance by you or any end user under the applicable End User Terms or End User Privacy Policy.

3.4 Partner Portal. During the Term, Marketplace Partner may use the Partner Portal to access Celigo Marks, marketing tools and services, and other Marketplace resources, solely to exercise its rights and fulfill its obligations under this Agreement.

4.1 Sole Responsibility. You are solely responsible for the sale, licensing, provisioning, activation, delivery, support and maintenance of your Apps, including the issuance, management and revocation of any activation keys, license keys or other entitlement mechanisms. Celigo has no obligation to any end user in respect of your Apps and makes no commitment to any end user on your behalf.

4.2 Inquiries. You will provide and maintain with Celigo a current email address and contact to which Celigo may direct inquiries from prospective and existing end users regarding your Apps, and will respond to such inquiries within the timeframes specified in any applicable Program Terms.

4.3 No Interference with End User Environments. You will not use any activation key, license key, entitlement mechanism, time-out, disabling device, or similar means to disable, degrade, or interfere with (a) any Celigo product or service or any end user’s Celigo environment, or (b) any end user data, integrations, flows or configurations other than those of your App. Expiration, revocation or non-renewal of an end user’s license may disable only your App.

5.1 Your Rights. As between you and us, you retain all right, title and interest in and to Content that you deliver to us, excluding the Celigo Platform or other Celigo technology or materials used or included in the Content.

5.2 Celigo’s Rights. Subject to your foregoing rights in the Content, Celigo retains all right, title and interest in and to the Celigo Marketplace, Celigo Platform, all Celigo products, and all technology, content, information, services, trademarks and other intellectual property used in connection with the foregoing.

5.3 Celigo Marks; Publicity. You will not violate Celigo intellectual property in any form, including Celigo patents, trademarks, copyrights, and trade secrets. You will: (a) only use the Celigo Marks in the form and manner set forth in the Celigo Customer Agreement and only in connection with the listing of your Marketplace Apps in the Celigo Marketplace; (b) follow any other policies that Celigo communicates to you regarding the use of Celigo Marks as keywords in online search engines; (c) not register any domain names that contain any terms that are the same as or similar to any Celigo Marks; and (d) upon expiration or termination of this Agreement for any reason, immediately cease all use of the Celigo Marks, unless otherwise authorized pursuant to a separate written agreement with Celigo.

6.1 Prohibited Actions. You may not reverse engineer, disassemble or decompile any Celigo code or technology used in connection with the Celigo Marketplace, including the Celigo Platform. You will not take any action that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of Celigo or of any end user or other third party. You agree not to make any representations, guarantees or warranties (a) that violate any Laws, including any false advertising or consumer protection Laws, (b) with respect to Celigo, the Celigo Marketplace, or Celigo’s products or services, including their pricing or the fees an end user will incur, or (c) by Celigo or on behalf of Celigo, including with respect to handling of Security Incidents. In no event will you state or imply that Celigo endorses, sponsors, guarantees or is responsible for your Apps. In all activities under this Agreement, you agree to conduct yourself in a professional manner and not to disparage or devalue Celigo or the Marketplace.

6.2 Marketplace Operations; Celigo Discretion. Celigo maintains sole discretion to determine all features and operations of the Celigo Marketplace, including whether to make available, list, promote or continue to list any Marketplace App. Celigo may remove any App from the Celigo Marketplace, and may take other actions as needed to restrict access to or availability of any Content that does not comply with this Agreement or that otherwise might adversely affect end users. Inclusion of a Marketplace App in the Celigo Marketplace does not relieve you of responsibility to ensure the App complies with this Agreement or to perform your other obligations hereunder.

6.3 End User Data and Privacy. The following apply to your access to and processing of End User Data:

6.3.1 Collection and Use. You must obtain all necessary rights, permissions, and consents from end users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any End User Data, and will ensure that all such processing complies with your End User Terms, End User Privacy Policy, and all Laws. If you retrieve End User Data directly from Celigo (e.g. end user contact information) via Celigo-provided APIs, portals or other similar means, you must limit your access and processing of such information to that (a) authorized by the end user or (b) necessary for the purposes of providing the functionality of your App. You may not sell any End User Data. Celigo shall not be liable for, or have any responsibility in connection with, End User Data processed by you or your App, and such activities with regard to End User Data are not in any way by or on behalf of Celigo.

6.3.2 Model Training. You will not use End User Data to train, fine-tune, or otherwise improve any machine learning or artificial intelligence model, and will not permit any third party (including any model or inference provider) to do so, except with the express, separately obtained consent of the applicable end user.

6.3.3 End User Communications. You may use End User Data to communicate directly with end users only where required by Law or as consented to or requested by the end user. You may not send marketing messages to end users within any user experience integrated with Celigo products without Celigo’s express written consent.

6.3.4 End User Terms. You must ensure end users agree to your End User Terms, which must comply with all Laws and clearly describe how any Celigo Platform quotas and limits or any other applicable usage limits may impact an end user’s use of your Apps.

6.3.5 End User Privacy Policy. You must provide a clear, complete, and conspicuous End User Privacy Policy that notifies end users (a) how you access, collect and process End User Data, (b) with whom you share End User Data, including any model or inference providers and other subprocessors, (c) in which country or countries the End User Data will be stored, and (d) that you (not Celigo) are responsible for your processing of End User Data, along with other disclosures required by Laws. You must comply with your End User Privacy Policy and promptly notify end users and Celigo of any material changes to it.

6.3.6 Security. You must use industry-standard security measures appropriate for all End User Data and your processing activities, adequate to preserve End User Data’s confidentiality and security and comply with all Laws. You will remediate any security vulnerability identified to you by Celigo within a reasonable period following notice, and without undue delay in the case of any vulnerability that is critical or actively exploited.

6.3.7 Security Incidents. Upon discovery or notice of any Security Incident, unless prohibited by Laws, you will notify Celigo without undue delay using the contact method Celigo designates. Your notice will provide Celigo information about the Security Incident and how it may affect Celigo products, end users or End User Data, and you agree to provide further information and assistance related to the Security Incident as Celigo may request. You will be solely responsible, at your own expense, for investigation, remediation and your own notifications to affected end users and regulatory authorities in accordance with Laws. You must obtain Celigo’s approval for any breach notification to end users that refers directly or indirectly to Celigo. Celigo may de-list your App or suspend its access to Celigo products as a result of any Security Incident.

6.3.8 Security and Privacy Review. Celigo, or an authorized third party selected by us, may conduct a security or privacy review of any App or its supporting infrastructure to confirm compliance with this Section 6.3. Such reviews may include information requests, review of your documentation, interviews, security and technical testing, code review and scanning, event logging, network testing, and vulnerability assessments. Celigo may request that you provide the source code, system prompts, tool definitions or configuration for your App, solely for the purpose of conducting such security and privacy testing, and Celigo will not use any such materials for any other purpose. You agree to reasonably and promptly cooperate with such requests.

6.4 Export Controls and Economic Sanctions. You agree to strictly comply with all U.S. export controls and economic sanctions Laws in connection with your activities under this Agreement, and acknowledge that Celigo may lawfully rely on your determination of your App’s export control status. You represent, warrant and certify that (a) your Apps are authorized for export from the United States and re-export to each country to which you permit them to be distributed or made available through the Celigo Marketplace, in accordance with the U.S. Export Administration Regulations, 15 C.F.R. Part 730 et seq.; and (b) either (i) the Apps do not contain, use or support any data encryption or cryptographic functions ("Encryption Technology") and have Export Control Classification Number ("ECCN") EAR99, or (ii) you have qualified each App containing, using or supporting Encryption Technology for export as a mass market encryption item having ECCN 5D992, as an item eligible for License Exception ENC having ECCN 5D002, or as an EAR99 item, and will upon request provide Celigo with a copy of the applicable self-classification report or classification ruling. You will indemnify Celigo against any claim brought against Celigo for violation of any export control or economic sanctions Law related to your Apps.

6.5 Feedback. Providing feedback, comments or suggestions about the Celigo Marketplace ("Feedback") to Celigo is wholly voluntary. Celigo may freely use Feedback for any purpose.

6.6 Aggregated Information. Celigo may collect and use aggregated information regarding the Celigo Marketplace and Marketplace Apps (excluding any personally identifiable information). We will not provide information to any third party about Marketplace Apps, or end users of Marketplace Apps, except as necessary for us to perform our obligations under this Agreement or otherwise provide products or services to our end users under the applicable Celigo Customer Agreement.

Marketplace Apps may be written or developed using the Celigo Platform, and the development of Apps is subject to the separate Celigo Developer Terms (including any product-specific terms incorporated therein). The Celigo Developer Terms govern your use of the Celigo Platform and the creation and operation of Apps generally, while this Agreement contains terms specific to the Marketplace and any Apps you choose to submit to the Marketplace. Nothing in this Agreement changes the Celigo Developer Terms (including any referenced policies or API call limits). In the event of a direct conflict between this Agreement and the Celigo Developer Terms, this Agreement will govern with respect to activities on the Marketplace.

8.1 Term. The term of this Agreement (the "Term") will begin on the date you agree to it in the manner set forth above and will continue until you or Celigo terminates it.

8.2 Termination Rights. Either party may terminate this Agreement, in its entirety or with respect to particular Apps, and terminate access to your account, on thirty (30) days advance written notice to the other party. In addition, either party may terminate this Agreement upon written notice if the other party (a) becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (b) breaches its confidentiality or privacy related obligations under this Agreement, or (c) infringes or misappropriates the terminating party’s intellectual property rights. Notwithstanding the foregoing, Celigo may terminate this Agreement, or terminate or suspend your account or any particular App listing, immediately upon notice to you if (i) Celigo ceases to operate the Marketplace, (ii) you violate the Celigo Customer Agreement, (iii) Celigo suspends or terminates the Celigo Developer Terms as relates to you or your Apps, or (iv) Celigo determines in its discretion that your participation in the Marketplace could result in legal or business liability to Celigo or any third party or otherwise harm the Marketplace, other Marketplace partners, or end users.

8.3 Effect of Termination; Transition. Following any termination or expiration of this Agreement or withdrawal of your App from the Marketplace:

8.3.1 Take-Down. Celigo will use reasonable efforts to take down the listing for your App within forty-five (45) days after the effective date of termination (the "Transition Period"). Celigo may retain copies of your Content after termination, expiration or withdrawal for its own record-keeping and customer service purposes.

8.3.2 End User Rights. Unless otherwise specified by Celigo, all existing end user licenses and subscriptions to Apps (including any related support or maintenance periods) will survive termination or expiration of this Agreement in accordance with the applicable End User Terms. Celigo may continue to make available any Apps to existing end users of those Apps for the duration of their applicable license, subscription or maintenance term, including after the Transition Period (the "Surviving Term").

8.3.3 Your Transition Obligations. Prior to expiration of the Transition Period (and otherwise in a timely manner), you are responsible for, consistent with Celigo’s reasonable guidance: (a) continuing to make the App (including any New Versions) available to end users with Surviving Terms; (b) continuing to honor, issue and support any activation or license keys necessary for those end users to operate the App through their Surviving Terms; (c) providing ongoing support and maintenance for the duration of the term for which you have committed to provide it; (d) where the App will no longer be available, contacting affected end users and providing migration instructions and reasonable migration assistance; and (e) communicating such matters accurately and in a professional manner to end users.

8.3.4 New Versions. After termination, you are not obligated to provide any New Versions of your terminated App to Celigo for distribution under this Agreement, but Celigo’s post-termination rights in this Section 8.3 will apply to the latest version of the App you provided to Celigo (and any prior version).

8.4 Survival. The following sections survive termination or expiration of this Agreement and any Transition Period: Sections 1 (Definitions), 2.3 (Accuracy), 2.5 (Taxes), 3.2 (License Clarifications), 3.3 (End User Terms), 5 (Reservation of Rights), 6 (Additional Marketplace Terms), and 8.3 (Effect of Termination; Transition) through 15 (General).

You represent, warrant and covenant that:

(a) you are at least 18 years of age and able to form a legally binding contract, and the individual entering into this Agreement on your behalf has all necessary legal authority to bind you;

(b) you have the full right, power, and authority to enter into and fully perform this Agreement;

(c) before providing Celigo any Content or listing Content in the Celigo Marketplace, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement and to end users in relation to the Content, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to such Content;

(d) none of the following will violate any Law, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) the Content; (iii) the licensing or distribution of the Content as contemplated in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content;

(e) you will immediately notify Celigo if you lose any intellectual property rights related to your Apps or become aware of a third party claim related to those rights;

(f) your Content will not contain any viruses, spyware, "Trojan horses," or other malware or harmful code, and will not cause injury to any person or damage to any property; and

(g) you will include any attributions, copyright information and other notices, terms and conditions required to be provided to end users based on your use of third party open source software, third party models or inference services, or other third party intellectual property in any App, and you will comply with the applicable terms of any such third party. Celigo’s use of any Content as permitted hereunder will not subject it to, or cause it to violate, any open source or other third party terms or agreements of any kind.

10.1 By Celigo. Celigo will defend you against any third party claim alleging that the Celigo Marketplace itself infringes that third party’s registered United States or European Union copyright or trademark, and will pay damages finally awarded against you by a court of competent jurisdiction on such a claim, or the settlement amount if Celigo settles it. This obligation does not extend to any Marketplace App, the Celigo Platform, other Celigo products or services, or third party content hosted on or used with the Marketplace, and does not apply where the alleged infringement results from any modification, combination, or unauthorized use of the Marketplace. As conditions, you must give Celigo prompt written notice of the claim, sole control of its investigation, defense and settlement, and reasonable cooperation. This Section 10.1 states Celigo’s sole liability and your exclusive remedy for third party claims of intellectual property infringement.

10.2 By You. You will indemnify, defend and hold harmless Celigo and its subsidiaries (including their respective affiliates, officers, directors, employees, contractors and assigns) from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) arising out of any third party claim relating to (a) any Content or the use of Content (including any claims made by or arising from end users), (b) your breach or alleged breach of this Agreement, or (c) any Security Incident caused by your Apps or third party services supporting your Apps (individually, a "Claim," and collectively, the "Claims"). In any defense or settlement negotiations, you will keep Celigo apprised of all relevant developments, including the choice of counsel. Celigo may participate in the defense or settlement of any Claim at its own expense. You will provide Celigo with reasonable notice of any judgment entered against Celigo or any settlement terms offered to settle a Claim, and you will not consent to the entry of a judgment or settle a Claim without Celigo’s prior written consent, which we will not unreasonably withhold. If you do not promptly assume and reasonably conduct the defense of a Claim or take reasonable action to settle it after being provided sufficient advance notice to evaluate the Claim, Celigo may take control of the defense without limiting your indemnification obligations. Your obligations under this Section 10.2 are independent of your other obligations under this Agreement.

11.1 Definition. In connection with this Agreement, each party (as "Discloser") may disclose to the other (as "Recipient") information that is marked or identified as confidential or proprietary, or that the Recipient should reasonably understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Celigo’s Confidential Information includes non-public aspects of the Celigo Marketplace and Celigo’s applications, non-public aspects of third party applications listed in the Celigo Marketplace to which you obtain access as a result of the relationship between the parties, non-public End User Data provided to you by Celigo, and non-public technology, technical information and product plans. Your Confidential Information includes the non-public source code, system prompts, tool definitions and configuration of your Apps. Confidential Information does not include information that (a) is or becomes generally known to the public other than through breach of this Section 11, (b) was known to the Recipient before its disclosure hereunder, (c) is received from a third party without breach of an obligation owed to the Discloser, or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

11.2 Obligations. Each Recipient will (a) protect the Discloser’s Confidential Information using at least the measures it uses to protect its own confidential information of like importance, and in no event less than reasonable care, (b) not disclose Confidential Information to any third party other than its employees, affiliates, contractors and professional advisors who need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than these, and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement. These obligations apply during the Term and for three (3) years thereafter, and with respect to any information constituting a trade secret, for so long as it remains a trade secret under applicable Law.

11.3 Compelled Disclosure. If a Recipient is compelled by Law to disclose Confidential Information, it will, to the extent legally permitted, provide the Discloser with prior notice of the compelled disclosure and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure.

11.4 Independent Development. Each party may independently develop, acquire or market products, concepts or ideas that are similar to those of the other party, provided it does so without use of or reference to the other party’s Confidential Information. Nothing in this Agreement limits either party from doing so.

11.5 Injunctive Relief. Each party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party is entitled to seek injunctive relief in addition to any other remedies available to it.

12.1 Disclaimer of Warranties. THE CELIGO MARKETPLACE, CELIGO MARKS AND CELIGO PLATFORM ARE PROVIDED "AS IS" AND CELIGO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. CELIGO DOES NOT WARRANT ANY MARKETPLACE APP OR THE OUTPUTS OF ANY MARKETPLACE APP.

12.2 Limitations of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, YOUR BREACH OF SECTION 6.1 (PROHIBITED ACTIONS) OR SECTION 6.3 (END USER DATA AND PRIVACY), OR EITHER PARTY’S BREACH OF SECTION 11 (CONFIDENTIALITY): (A) NEITHER YOU NOR CELIGO 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 YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL EITHER YOUR OR CELIGO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CELIGO MARKETPLACE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED FIFTY THOUSAND U.S. DOLLARS ($50,000).

As the Celigo Marketplace evolves over time, we may need to update this Agreement. Celigo reserves the right to change this Agreement at any time in its sole discretion, with changes becoming effective thirty (30) days after notice (unless Celigo specifies a shorter notice period). Celigo will give you notice of the changes by posting an updated version of this Agreement on its website or within the Marketplace, or by emailing you at an email address you have provided. If you do not agree to any of the changes, your sole remedy is to terminate this Agreement prior to the date on which the changes are to take effect by (i) providing written notice to Celigo and (ii) withdrawing all of your Apps from the Marketplace, in which case the changes will not apply to you. Otherwise, your continued participation in the Celigo Marketplace after the changes take effect will constitute your acceptance of the changes. You may be required to click to agree to the modified Agreement to continue participating in the Marketplace.

14.1 Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within sixty (60) days, either party may pursue relief as may be available under Section 14.2. All negotiations pursuant to this Section 14.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

14.2 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal courts in San Francisco, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of those courts, generally and unconditionally.

14.3 Injunctive Relief; Enforcement. Notwithstanding Sections 14.1 and 14.2, nothing in this Agreement will prevent Celigo or you from seeking injunctive relief with respect to a violation of intellectual property rights, any Security Incident or other security issue, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

15.1 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without the other party’s prior written consent, except that either party may assign this Agreement in its entirety, without the other party’s consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section 15.1 is void. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted successors and assigns. You acknowledge and agree that Celigo’s affiliates, contractors and service providers may exercise the rights of Celigo under this Agreement, including Celigo’s license rights.

15.2 Miscellaneous. This Agreement may not be amended except in writing signed by both parties, or as provided in Section 13 (Changes to this Agreement). If any provision of this Agreement is held invalid by a court with jurisdiction over the parties, such provision will be deemed restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Law, and the remainder of this Agreement will remain in full force and effect. The word "including" will be interpreted without limitation. The parties are independent contractors, not agents, joint venturers or partners, despite use of the term "Partner." Each party will bear its own costs and expenses in performing this Agreement. A party’s failure to enforce any provision of this Agreement will not constitute a waiver of its right to subsequently enforce that provision. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. Any notice or other communication to be given hereunder will be in writing and given (i) by Celigo via email, via the Partner Portal, or via a message through your Celigo account, or (ii) by you via email or physical addresses as Celigo may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.