PLATFORM OS INCORPORATED PARTNER AGREEMENT
1. YOUR AGREEMENT WITH PLATFORM OS INCORPORATED
1.1 THIS AGREEMENT IS BETWEEN YOU AND PLATFORM OS INCORPORATED (“pOS” OR “We”), A U.S.-BASED COMPANY, AND YOU
AGREE THAT YOUR RELATIONSHIP WITH pOS WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE
OF DELAWARE, UNITED STATES, AS SET FORTH IN SECTION 18.3.
1.2 This Partner Agreement (this “Agreement”) sets forth the terms and conditions for partners who create,
publish, and distribute software through or in connection with pOS platform-as-a-service (“Service”), as
accessed via pOS Partner Portal (as defined below) and updated and enhanced from time to time. If you use the
Service on behalf of a company, then “you” means both you (as an individual) and such company, and you represent
and warrant that you have all necessary authority to bind that company to the terms and conditions of this
1.3 pOS may alter or amend this Agreement at its sole discretion. If we change the Agreement, then we will make
a new copy available at: platformos.com/partner-agreement. Your
use of the Service is subject to the most current version of the Agreement at the time of such use.
1.4 To be eligible to enter into this Agreement and participate in the partner program, you must have your
primary business listed as a Web Development Agency, Internet Consultant, Application/IoT Developer,
Web-development professional or related Internet Practitioner who derives their primary income by providing
other businesses with your specific Internet related skill-set.
2. DEFINITIONS As used in this Agreement
2.1 “pOS Payment Processor” means pOS’s third party payment processor, the use of which may require you to
enter into a separate agreement with and provide certain additional information to such processor.
2.2 “Affiliate” means, with respect to a party, any person or entity that controls, is controlled by, or is
under common control with such party, where “control” means ownership of fifty percent (50%) or more of the
outstanding voting securities.
2.3 “End User” means an individual who uses or interacts with the Services as a result of their relationship
with the Partner.
2.4 “Intellectual Property Rights” means all existing and future worldwide copyrights, trademarks, service
marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.
2.5 “Module Marketplace” or simply “Marketplace” (accessed via the Partner Portal) means a service mechanism
for the sale and/or distribution of Products built for the purpose of being used with the Service.
2.6 “Partner” means the authorized reseller of the Services to End Users.
2.7 “Product” means your extensions, application software, code, material, text, data and other works of
authorship made available to End Users, on either a trial or commercial basis, for use with the Service; and may
include Product made available on the Marketplace (such Products also known as “Modules”).
2.8 “Partner Portal” means the mechanism by which pOS site instances or applications are created, managed and
distributed, whether via the API layer or via UI Admin.
3. GRANT OF LICENSE
3.1 License. Subject to the terms and conditions of this Agreement, including, without limitation, the payment
of all applicable fees, if any, pOS grants to you, as a partner, a limited, non-transferable, non-exclusive,
license, without the right to grant sublicenses, to use the Service solely for the purpose of publishing and
distributing compliant Products via the Partner Portal and/or Marketplace.
3.2 Restrictions. You agree not to upload or distribute any Product via the Service which interoperates with
4. USE OF SERVICE
4.1 You agree that pOS retains the right to create reasonable limits on the use or design of your Product, such
as limits on file size, storage space, processing capacity, and as otherwise determined by pOS in its sole
discretion. You agree that you, not pOS, are entirely responsible for your Product(s). You assume all risks
associated with the use of your Product, including any reliance on its accuracy, completeness, or usefulness
will hold pOS at no-fault for any errors, omissions, bugs or deprecated functionality, including that provided
by 3rd party APIs, related to your Product.
5. REVIEW AND APPROVAL
5.1 By pOS. pOS shall have the right to review your Product(s) for compliance with pOS’s current approval
guidelines and standard policies, which will be made available to you upon request. In the event that your
Product(s) do not meet pOS’s guidelines and standard policies, pOS shall have the right to cause your Product(s)
to be removed from the Service and/or Marketplace and blocked from further distribution unless and until your
Product(s) are brought in compliance with pOS’s guidelines, best-practice and standard policies. Furthermore,
pOS shall also have the right and ability to disable your previously distributed and installed Product(s) unless
and until your Product(s) are made compliant. You agree and acknowledge that pOS may remove Products from the
Service at any time for any reason. You agree that pOS is not held liable for any of your Products removed from
the Service or Marketplace due to action based on this section.
6. MARKETING REQUIREMENTS AND RESTRICTIONS
6.1 You will include with each Product a notice to the End Users that any End User payment for the Products will be processed by a third party. You may not make any statement that any Product or other software is “certified” or otherwise guaranteed or approved by pOS, unless explicit permission is provided by pOS. You may
refer to the pOS product name or trademark in the name of your product or service, only to indicate
compatibility or that pOS powers that product or service. For clarity, Partners are an invaluable part of the
pOS community, but when you refer to pOS or use any licensed pOS brand assets, you must do so within your own
unique branded look and feel—one that is distinguishable from the pOS look and feel. Any licensed pOS assets you
use should be just one element in your communication, secondary to your own brand. You agree not to create any
communications that look like a communication coming from pOS. The parties acknowledge and agree that pOS is not
liable for any software update, support, or other liability that may arise from your distribution of the Product
as permitted herein. In setting up an End User login account, you will be responsible for providing End Users
and approved by pOS) You agree to indemnify pOS against any claims related to the Products or your
representations thereof in violation of this Section.
7.1 You will be solely responsible for performing, in a manner consistent with good industry practice, all
installation, training, support, and other services requested or required by End Users who obtain the Product
through the Service, though you are not obligated to offer any such installation, training, or support. You will
not refer any End User to pOS for such support and pOS has no obligation under this Agreement to provide any
services to, or respond to any requests from, End Users. However, pOS reserves the right to establish and
maintain contact with End Users in order to facilitate the delivery of any Product support needed by such End
8. DISTRIBUTION BY pOS VIA MARKETPLACE
8.1 License. Except for private Modules that are for exclusive use only by the Partner who owns the Module,you
hereby grant to pOS and its Affiliates a non-exclusive, worldwide, royalty-free, fully paid up license, under
all of your Intellectual Property Rights related to the Module Marketplace and those Modules which you have
assigned for sale or for free, where such IP has been made available through the pOS Marketplace for
distribution or for sale, or as otherwise mutually agreed, to (a) use, copy, publicly display, publicly perform
and distribute the Product for any purpose related to this Agreement, including, but not limited to, promoting
and marketing the Product, the Service and/or pOS, its products, and services, and (b) sublicense to third
parties the rights licensed to pOS in subsection (a) of this Section 8.1.
8.2 Products being code developed by a Partner and shared with other Partners or pOS End Users, in general,
8.2.1 shall be distributed only on the Marketplace; and
8.2.2 shall use the integrated 3rd Party Payment Provider to handle credit card information, payments or any
information related to payment of the Product.
8.3 Restrictions. Except as expressly permitted in Section 8.1, pOS agrees not to (a) modify, adapt, alter, or
create derivative works from the Product, or (b) reverse engineer, decompile, disassemble, or otherwise attempt
to derive the source code for the Product, where the Product includes private folder code. pOS will reproduce,
on all copies made by or for pOS, and will not remove, alter, or obscure in any way, all proprietary notices of
yours on or within the copies of the Product.
8.4 pOS shall have the right, at its sole discretion, to set limits on the number of API requests that can be
made against the Marketplace API’s. (Currently Unlimited or as defined in the billing plan overages associated
with your Partner Portal account and or site instances you own). Partner must agree to such limitations, if and
when imposed, and shall not attempt to circumvent such limitations. Partner should contact pOS for additional
terms in case the limit on API calls will be exceeded.
8.5 All content (Product) made available by Partner via the Marketplace shall be original content that is (a)
associated exclusively with your author name; (b) written by you personally from scratch, or; (c) ghost written
exclusively for you and no one else, from scratch. Notwithstanding the foregoing, Partner may license third
party assets for inclusion in the Product(s), provided that at least fifty percent (50%) of the code for the
Product(s) meet the foregoing originality requirement.
8.6 The Product may not impersonate or spoof other users or applications.
8.7 Partner shall use the pOS APIs only for developing applications for the Marketplace and for no other
purpose except as expressly permitted under this Agreement. Partner shall not reverse engineer the APIs or
sublicense the APIs to third parties.
8.8 Partner shall have the right to decide if the Products will be sold at list price, for a subscription or
given away for free.
8.9 Fees. pOS may charge a processing and or commission fee, relating to any Products sold through the
Marketplace. The fees and or commissions will be clearly defined at the time of uploading of the Product to the
8.10 pOS reserves the right to disable Product made available through the Marketplace if in the view of pOS
they do not confirm to a high level of what is considered best practice for web and software applications.
Advice and guidance may, at its option, be offered by pOS to improve or set right such Product so that it meets
8.11 Maintenance due to deprecation or other reasons. Partners are obliged to maintain Product offered via the
Marketplace in a timely manner. Where Partners do not maintain such Products, or are very slow to maintain such
Products, to the detriment of End Users; if there is no response from a partner within 30 days of being notified
in writing of such a concern, and no rectifying action taken within 60 days of the initial notice, pOS reserves
the right to take ownership of such Product for the benefit of End Users and other Partners using that Product.
8.12 Partner - End User relationship irreconcilable. Where Partner is not contactable through normal channels
and/or Products published by the Partner are not being maintained or made backward compatible in lieu of
deprecated elements of the Service; if there is no response from a partner within 30 days of being notified in
writing of such a concern, and no rectifying action taken within 60 days of the initial notice, pOS reserves the
right to take ownership of such Products and incorporate them directly into the overarching pOS provided
portfolio of Products that are offered via the Marketplace.
8.13 Notwithstanding the requirement in Section 8.1, above, for Products that are built and owned by a Partner,
such Partner shall have the right to add such Product to End Users instances that are linked under their own
Partner Portal, directly to Partner’s own sites and End User sites managed under that same Partner Portal - at
no cost - no marketplace fee apply.
9. PARTNER’S ACKNOWLEDGEMENTS
9.1 Competitive Products. You understand and agree that the relationship between the parties hereunder is
non-exclusive and that applications similar or competitive to Product may be developed and made available via
the Service by other Partners. You also understand and agree that this Agreement shall not be construed as
prohibiting Partners from acquiring, licensing, developing for itself (or having others develop for it),
marketing, publishing and/or distributing products that are similar or competitive to the Product.
allows tracking of website visits and it addresses in detail the
about you with the pOS Payment Processor, Know Your Customer data (KYC) and pOS service providers as necessary
in order to enable your use of the Service. pOS does not have access to or control over features that a third
party may use, such as the pOS Payment Processor, and the information practices of third party websites are not
10. PARTNER’S OBLIGATIONS
10.1 The Product shall not transmit any malicious code (including but not limited to viruses, worms, defects,
and Trojan horses) or any other items of a destructive nature, and shall ensure that no such malicious code is
included with any of its Products to the best of its ability and in accordance with industry standards,
including but not limited to making use of commercially available malware and virus scanning software.
10.2 Partner shall always use encrypted HTTPS connections and authentication tokens relevant to the secure
installation and deployment of Products within the Marketplace or related API endpoints.
10.3 Partner shall not circumvent or attempt to circumvent pOS’s intended limitations on core pOS features and
10.4 Maintenance due to deprecation or other reasons. Partners should make best endeavors to maintain best
practice execution of Product used by End Users, and should be provided in a timely manner. Where Partners do
not maintain such Products, or are very slow to maintain such Products, to the detriment of End Users; pOS
reserves the right to take ownership of such Product for the benefit of End Users, which may include appointing
the End User to another Partner. Deprecation may relate to 3rd party front-end frameworks and pOS API’s and Function Calls.
10.5 Partner - End User relationship irreconcilable. Where Partner is not contactable through normal channels,
or the relationship between Partner and End User is irreconcilable, pOS reserves the right to take ownership of
the Product to ensure continuity of the Product and Service for the End User, which may include appointing the
End User to another Partner.
11. TRADEMARKS; BRANDING
11.1 Partner Trademarks. Subject to the terms and conditions of this Agreement, you grant to pOS a limited,
non-exclusive, non-sublicensable, royalty-free, worldwide license to reproduce and use your trademarks, service
marks, trade names, logos or other commercial or product designations for the purposes of promoting and
distributing the Products.
11.2 pOS Trademarks. You are not permitted to use any pOS trademarks except as and unless expressly permitted
herein. Any use of pOS trademarks must comply with pOS's general trademark guidelines available on the company's
website at platformos.com/legal/trademarks and updates of those
guidelines as made available periodically.
12.1 pOS. pOS and its respective suppliers and licensors shall retain all right, title and interest in and to
the Service, and all portions thereof, including, without limitation, all Intellectual Property Rights thereto.
Other than the license expressly granted in Section 3, you receive no right, title or interest in or to the
12.2 Partner. You retain all right, title and interest in and to the Product(s) (except for any portion of any
pOS Intellectual Property Rights, or any third party software incorporated or embodied therein via the
Marketplace which is not open sourced), including all Intellectual Property Rights related thereto.
13.1 All payments to Partner for Products sold within the Marketplace under this Agreement will be made in
13.2 Any use of 3rd party services, not defined, detailed or included in pOS Billing Plans or Overages, payment
of such 3rd party services will be liable to the Partner or End User. Eg: the inclusion or use of 3rd party
payment services will incur costs that must be attributed and paid for by the Partner or Partners End User or
sub-Partner. Or where such free 3rd party services become billable, such as in the case of Google Map API’s
which were free and then became charged by Google, pOS will not be held liable for any 3rd party price changes
and all such 3rd party charges will be held liable by the Partner or End User.
14. WARRANTIES AND DISCLAIMERS
14.1 No Warranty. pOS PROVIDES THE pOS INTELLECTUAL PROPERTY AND THE SERVICE TO YOU “AS IS.” pOS AND ITS
SUPPLIERS MAKE NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF ANY KIND WITH RESPECT TO THE pOS INTELLECTUAL
PROPERTY AND THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY,
SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, pOS
MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, OR (iii) ANY ERRORS OR ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
IN NO EVENT WILL pOS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES, EVEN IF pOS OR ANY
COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU BEAR THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE PRODUCT AND YOUR USE OF THE SERVICE AND THE pOS PAYMENT PROCESSOR.
14.2 Partner Warranty. By choosing to upload a Product to the Service or make a Product available via the
Marketplace, you represent and warrant that the Product will not (a) contain any viruses, Trojan horses, worms,
time bombs, or other computer programming routines that are intended to damage, interfere with, intercept or
expropriate any system, data, or personal information, (b) violate any law, statute, regulation, or rights
(including without limitation, any laws, regulations or rights respecting intellectual property, computer
spyware, privacy, publicity, export control, unfair competition, anti discrimination, or advertising) when used
in the manner in which it is intended, (c) infringe any intellectual property rights of another, including
without limitation any rights of publicity and rights of privacy, and (d) interfere with the operability of pOS,
or third-party software or systems.
15.1 You shall, at your own expense, indemnify, defend and hold pOS harmless from and against any and all
claims, costs, fees (including reasonable attorneys’ fees), damages, liabilities and expenses (collectively
“Claims”) to the extent such Claims arise out of: (a) any breach of this Agreement by you, (b) any allegation
that your Product or combination of your Product with any other application or Product infringes any third party
Intellectual Property Rights, (c) any breach or alleged breach of any representations and warranties made by you
concerning any aspect of the Product, (d) any claims made by or on behalf of any third party pertaining directly
or indirectly to your use of the Service, (e) any alleged or actual violation of your obligations of privacy to
any third party, (f) any End User allegation related to the Product, including but not limited to any
allegations based on a product liability claim, and (g) any allegation related to your agreement or relationship
with the pOS Payment Processor, the Marketplace owner/operator, or any End User.
16. LIMITATION OF LIABILITY
16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL pOS OR ITS SUPPLIERS BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA,
LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS
AGREEMENT HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND pOS’S AND ITS SUPPLIERS’ TOTAL CUMULATIVE LIABILITY ARISING FROM
OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE LESSER OF $100 OR
THE AMOUNTS RECEIVED BY pOS IN CONNECTION WITH THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE
EVENT GIVING RISE TO THE LIABILITY.
Each party acknowledges that the fees and amounts payable set forth in this Agreement reflect the allocation of
risk set forth in this Agreement and that the other party would not enter into this Agreement without these
limitations on its liability. Each party agrees that these limitations shall apply notwithstanding any failure
of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of
liability, so the above limitation or exclusion may not apply.
17. TERM; TERMINATION
17.1 Initial Term. The term of this Agreement shall commence on the Effective Date of access to the Service and
will continue for one (1) year (the “Initial Term”) unless earlier terminated as set forth herein. Provided that
you pay all required fees, if any, when due, the Initial Term shall be automatically extended for successive one
(1) year periods (each, an “Extension Term”), unless either party delivers to the other party written notice of
its intention not to extend the Agreement at least thirty (30) days prior to the end of the Initial Term or the
then-current Extension Term. The Initial Term, together with any Extension Term, may be collectively referenced
as the “Term.”
17.2 Termination by pOS for Cause. pOS may terminate this Agreement immediately if you are in material breach
of any term, condition, representation, or warranty of this Agreement.
17.3 Termination by pOS for Convenience. pOS may terminate this Agreement for any reason or no reason
whatsoever upon fifteen (15) days’ prior written notice.
17.4 Effects of Termination. Upon termination or expiration of this Agreement for any reason, (a) you shall
immediately cease all use of the Service; (b) the Service may fulfill orders from End Users of the terminated
Partner for Product for up to three (3) months after the effective date of expiration or termination (or if the
End User is in good financial standing wishes to continue to use the Service, the pOS reserves the right to
continue offering the Service directly to the End User at agreed fees), and (c) Products may be immediately
removed from the Service. Termination of this Agreement shall not affect any payment obligations which arose
prior to the effective date of termination.
17.5 Survival. Sections 1, 7, 9, 12, 14, 15, 16, 17.4 and 18 shall survive the expiration or termination of
this Agreement for any reason.
18.1 Independent Contractors. Each party hereto is an independent contractor of the other and neither shall be
deemed an employee, franchisee, agent, partner or joint venture of the other. Nothing contained herein shall be
construed as creating any agency, employment relationship, franchise, partnership, principal-agent or other form
of joint enterprise between the parties. Neither party will have, and will not represent to any third party that
it has, any authority to act on behalf of the other party.
18.2 Notices. All notices and requests in connection with this Agreement shall be deemed given as of the day
they are sent either by facsimile, overnight messenger delivery service, or in the United States of America
mails, postage prepaid, certified or registered, return receipt requested to such address as each party may
designate pursuant to this notice provision. If notice is sent to pOS, it shall be sent to the attention of the
General Counsel at 8924 Prairie Knoll Drive, Longmont, CO 80503, USA.
18.3 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Delaware, and the parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts located in Wilmington, Delaware without regard to any conflicts of laws principles that would require the application of the laws of another jurisdiction. In any action or suit to enforce any right or remedy under this Agreement
or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs,
including, without limitation, reasonable attorneys’ fees. The parties agree that the United Nations Convention
on Contracts for the International Sale of Goods does not apply to this Agreement.
18.4 Export. You acknowledge and agree that the Product will not be shipped, transferred, or exported into any
country or used in any manner prohibited by the United States Export Administration Act or any other export
laws, restrictions, or regulations (collectively, “Export Laws”). You represent and warrant that the Product is
eligible for export under the Export Laws, and that you have received all necessary permissions, including
registrations, licenses, foreign exchange approval, import licenses and fair trade approvals from the United
States government for the export of the Product. In addition, you represent and warrant that you are not a
citizen of, or located in, an embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Cuba, and
North Korea) and that you are not otherwise prohibited under the Export Laws from using the Service.
18.5 Assignment. You shall not assign, delegate, convey or transfer, directly or indirectly, by operation of
law or otherwise, this Agreement or its rights and obligations hereunder without the prior written consent of
pOS, and any attempt to do so in contravention of this Section 18.5 shall be null and void. For the avoidance of
doubt, a change of control shall be deemed an assignment for the purposes of this Section 18.5 and this
Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each
party’s respective successors and permitted assigns.
18.6 Remedies. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach
of the provisions of this Agreement by you may cause pOS irreparable damage for which recovery of money damages
shall be inadequate, and that pOS shall therefore be entitled to seek timely injunctive relief to protect pOS’s
rights under this Agreement in addition to seeking any and all remedies available at law. If any legal action is
brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court
costs, and other collection expenses, in addition to any other relief it may receive.
18.7 Waiver; Severability. All waivers must be made in writing. Any waiver or failure to enforce any provision
of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any
other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and
interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law
and the remaining provisions will continue in full force and effect. Without limiting the generality of the
foregoing, you agree that Section 16 (Limitation of Liability) will remain in effect notwithstanding the
unenforceability of any provision in Section 14 (Warranties and Disclaimers).
18.8 Confidentiality of Agreement. Neither party will disclose any terms or the existence of this Agreement,
except pursuant to a mutually agreeable press release or as otherwise required by law.
18.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the
subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication,
this Agreement shall take precedence in relation to the Service and your Product.
18.10 Release. You will not hold pOS responsible for any damages, costs or liabilities of any kind arising out of or in connection with participation in the Service, use of the pOS Payment Processor or your affiliation with any End User or third party's use of your Product, and you hereby release pOS, jointly and separately, from any and all such claims."
18.11 English Version. The English version of this agreement will be the version used when interpreting or
construing this agreement.