Technology Partner Agreement Terms and Conditions

Gallagher makes available several SDK packages. These Terms and Conditions govern the access and use of all of our SDK packages.

 

1. Term

1.1 This Agreement will commence on the date of acceptance of your Application Form by Gallagher or on the provision of the SDK to you and will continue in effect until terminated in accordance with this Agreement.

1.2 Gallagher will be deemed to have accepted your Application Form on provision of the SDK to you.

 

2. Grant of Intellectual Property

2.1 Subject to your compliance with this Agreement, we will provide you with access to our Intellectual Property in the SDK and will grant you a royalty free, non-exclusive, non-sublicensable and nontransferable license to download, access and use such Intellectual Property and, subject to clause 4.1, the Gallagher trademarks during the term of this Agreement, solely to the extent required for you to perform the work identified in the Application Form or as agreed in writing with Gallagher.

2.2 All Intellectual Property that is in existence prior to this Agreement or that is developed independently of this Agreement will remain owned by that party. Any Intellectual Property that is developed by you in relation to this Agreement will be owned by you and, on request, may be licensed to Gallagher on terms to be agreed.

 

3. Use of the SDK

3.1 You must only use the SDK for the purpose asset out in the Application Form. The details set out in the Application Form may not be varied without Gallagher’s prior written consent. A variation of the Application Form may be approved at Gallagher’s sole discretion. A variation of the Application Form without Gallagher’s consent will be considered a breach of the Agreement.

3.2 You will test all integrations and, at your sole expense, ensure that the integration is at all times incompliance with applicable industry standards.

3.3 You must not reverse engineer, decompile, decrypt, disassemble or otherwise attempt (or permit your personnel) to discover the source code of Gallagher Products (other than any code provided insource code form as part of the SDK).

3.4 You will be solely responsible for the security of the integration including, but not limited to, cybersecurity and will ensure that a secure environment that meets or exceeds applicable industry standards and relevant laws is established prior to any distribution, sale, or use of the Integrated Products.

3.5 You may not access or use the SDK to create products that may be considered by Gallagher to be competitive with any Gallagher product or service existing as at the commencement date.

3.6 If you suspect or discover or are notified of any breach in the security of the Gallagher Products, integration, or Integrated Products, you will immediately notify Gallagher of the details of the breach, followed by regular status and action plan reports. If you identify any other issues with the SDK which cause it to deviate from its description, you must notify us in writing, and we will then use commercially reasonable efforts to correct the issue. This commitment is our only obligation in relation to any defects in the SDK.

3.7 You will comply with all applicable laws in relation to the performance of this Agreement, including applicable privacy laws and will obtain all necessary permits or government or third-party approvals related to the integration. You must protect all personal information and data of customers of the Integrated Products.

3.8 Please note that we do not provide any support with respect to the SDK under this Agreement. We may, but have no obligation to, make available updates, patches or other changes to the SDK during this Agreement. You must endeavor to always use the latest version of the SDK made available by Gallagher.

3.9 Please note that, while we do not charge you directly for access to our SDK, we may charge for our SDK to be enabled on an end user’s license.

3.10 You agree that you will take all necessary steps to ensure that your employees, contractors and agents comply with the covenants, obligations and liabilities of this Agreement that apply to you.

3.11 Pin addition to clauses 3.1 to 3.10, if you are an Endorsed Technology Partner as identified the Application Form the following clauses will also apply to your Integrated Product:

 

4. Marketing and Gallagher Trademarks

4.1 You may not use any Gallagher trademarks or brand name or make any public statements regarding Gallagher or Gallagher Products without our prior written approval.

4.2 Any use of the Gallagher brand name or Gallagher trademarks must be in compliance with any guidelines provided by us from time to time.

4.3 You acknowledge that you will not challenge Gallagher’s ownership of its trademarks or use or register identical trademarks or any similar name or mark anywhere in the world, unless otherwise approved in writing by Gallagher.

 

5. Confidentiality

5.1 You acknowledge and agree that you will keep this Agreement and its terms and Gallagher’s Confidential Information (including the Intellectual Property) strictly confidential and will take all reasonable legal steps necessary to prevent it being used or disclosed.

5.2 You may only use Gallagher’s Confidential Information for the purpose of exercising your rights or performing your obligations under this Agreement.

5.3 The obligations in this clause 5 do not apply to the extent the disclosure is required by law or where the Confidential Information is publicly available.

5.4 You may only disclose the Confidential Information to your directors, officers, employees and contractors who have a need to have access and provided such individuals are under written obligations of confidentiality no less restrictive than those in this Agreement.

5.5 You must immediately notify Gallagher if you become aware of or suspect the unauthorized use of Gallagher’s Confidential Information.

 

6. Termination

6.1 Either party may terminate this Agreement if:

6.1.1 the other party breaches this Agreement and the breach is not remedied within fifteen (15)working days’ notice (or such timeframe as otherwise agreed by the parties, acting reasonably); or Technology Partner Agreement Form v10

6.1.2 the other party is subject to an insolvency, liquidation, receivership or bankruptcy proceedings.

6.2 We reserve the right to limit or suspend your access or use of the SDK if we have reasonable grounds to believe that you have breached this Agreement or have used the SDK in a manner that is fraudulent, abusive or otherwise in violation of any applicable law (including privacy laws).

6.3 We may terminate this Agreement at any time on90 days’ written notice to you.

6.4 Upon termination by a party, any utilization, license, or grant by Gallagher to use Gallagher’s Intellectual Property (including using or displaying the name “Gallagher” or any Gallagher trademarks) must immediately cease, and you must cease any further use, distribution or sale of your Integrated Product(s)that utilizes Gallagher’s Intellectual Property except for any use or sale made prior to the effective date of termination.

6.5 You must, at our election, destroy or return our Confidential Information provided to you.

6.6 Clauses which are capable of survival under this Agreement will survive the termination or expiry of this Agreement.

 

7. Warranties

7.1 Please note that we do not provide any warranties, guarantees or representations in relation to our Intellectual Property and Gallagher Products (except to the extent set out in our Warranty Policy) and all such warranties expressed or implied by law, to the extent permissible by law, are excluded. You acknowledge that the SDK is provided ‘as is’ and ‘as available’ and we disclaim all warranties of security, merchantability, non-infringement, uninterrupted operation or use, or fitness for a particular purpose.

 

8. Indemnification, Insurance and Limitation of Liability

8.1 You agree to indemnify, defend and hold harmless Gallagher and its Related Companies and Gallagher’s and its Related Company’s directors, officers, employees, agents and contractors from and against all losses, claims, costs, fines, proceedings, penalties, damages or expenses of any kind (including legal fees on a solicitor- client basis), arising out of or connected with: (i) any breach by you of this Agreement; (ii) any claim alleging infringement of any third party patent, trademark, copyright, trade secret, or any other Intellectual Property right(s) by one or more your software, products, systems and/or services, alone or in combination with any other product or service, except to the extent such infringement is directly and solely attributable to the Gallagher Intellectual Property; (iii) a data breach solely caused by you; or (iv) any actual or alleged death or injury to any person or damage to any property arising from your breach of this Agreement, your negligent acts or omissions unwilful misconduct or the use of the Integrated Products.

8.2 Notwithstanding any other provision in this Agreement and to the extent permitted by law, our total liability under or in connection with this Agreement or in connection with our Intellectual Property, the Gallagher Products or the integration(whether that liability arises in contract, tort, negligence, statute, under an indemnity or otherwise)is limited to the proceeds of any insurance available to us in respect of the relevant liability giving rise to the insurance claim (but specifically excluding any insurance proceeds available to us for legal or defence costs).

8.3 We will not be liable to you for any indirect, special, incidental or consequential damages, loss of revenue, loss of profits or loss of business opportunity or any loss or damage suffered by a third party resulting from or arising out of this Agreement or in connection with the Integrated Products, Gallagher Products or our Intellectual Property.

 

9. General

9.1 You may not assign, novate, or otherwise transfer your rights or obligations under this Agreement without our prior written consent.

9.2 You must comply with our Contractor Conduct Policy.

9.3 No legal agency, partnership or joint venture is created by or under this Agreement and you confirm that you are an independent contractor operating as separate and independent business.

9.4 This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings, or negotiations whether oral or written.

9.5 In the event that any part or provision of this Agreement is held to be invalid, illegal or unenforceable by law, such part or provision shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall continue in full force and effect.

9.6 This Agreement is governed by the laws of New Zealand.

 

10. Defined terms in this Agreement:

‘Agreement’ means the Application Form at Exhibit A together with the terms and conditions at Exhibit B.

‘Application Form’ means the ‘Application Form’ at Exhibit A to be a Technology Partner.

‘Confidential Information’ means any and all information, regardless of how the information is stored or delivered, exchanged before, on or after the date of this Agreement relating to this Agreement (excluding information that is in or becomes part of the public domain, other than as a result of a breach of the obligations in this Agreement). Our Intellectual Property and the terms of this Agreement are our Confidential Information for the purposes of this definition.

‘Gallagher Products’ means the Gallagher products, software and services which incorporate Gallagher’s Intellectual Property.

‘Integrated Product’ means the product created by you which has interconnectivity with a Gallagher Product.

‘Intellectual Property’ means any and all intellectual property rights including patents, inventions, copyright, registered design, trade mark, or other industrial or intellectual property right and applications or rights to apply for any of them.

‘Related Company’ has the meaning given to that term in the Companies Act 1993.

‘SDK’ means the Software Developer’s Kit as identified by you in the Application Form, which may include APIs and other content, information and materials relevant for interconnectivity with a Gallagher Product.

'Technology Partner' means the entity named as the applicant in the Application Form in Exhibit A.