Last updated: February 6, 2024
Welcome to Tremendous!
These INTEGRATION PARTNER TERMS (these “Integration Partner Terms”) are between Tremendous, LLC, a Wisconsin limited liability company (“Tremendous”, “we”, or “us”, or “our”) and the entity serving as a referral and integration partner to Tremendous (“Partner”). These Integration Partner Terms set forth the terms pursuant to which Integration Partner may (1) facilitate access to Services (as defined below) for its customers (each, a “Lead”) and (2) integrate the Services via the OAuth 2.0 integration (the “Integration”) into its own website, web widget, mobile application, application program interface (API) or similar platform (the “Partner Site”).
If you believe you are an Integration Partner and have not been in touch with our team, please contact [email protected].
REFERRAL & LEADS
Leads. Tremendous is engaged in the business of facilitating the provision of monetary payouts, rewards and incentives to employees, customers, and other recipients by you and other commercial entities (collectively, the “Services”). Partner will refer Leads to Tremendous for purposes of such Leads becoming Tremendous customers. Each Lead is a customer or prospective customer of Partner and will, once approved by Tremendous, link its Tremendous customer account to the Partner Site as described below (such person, a “Customer”).
Eligibility and Approval
Tremendous may, in its sole discretion, either approve or decline any Lead submitted by Partner. Tremendous will evaluate the Lead pursuant to its normal customer review and onboarding process and policies. Any Lead that is approved becomes a Customer, subject to linking its Tremendous customer account to the Partner Site. Tremendous will, on a monthly basis, provide a report to Partner stating which Leads have been accepted and declined.
Partner will only refer Leads to Tremendous if it reasonably believes such Lead meets the criteria to become a Customer (as set forth in Section 1.c. (Eligibility) of the Tremendous Corporate Partner Terms of Service, as may be amended from time to time, found at www.tremendous.com/terms (the “Tremendous ToS”)) and will comply with all instructions and guidance received from Tremendous with respect to marketing the Services to Leads, including with respect to use of Tremendous Marks in accordance with Section 4.a.
Partner’s authority under these Integration Partner Terms will be limited to: (i) providing Leads to Tremendous; (ii) providing descriptions and information about the Services to potential Leads; and (iii) performing the activities contemplated in this Section and any other tasks as the Parties may mutually agree upon from time to time. Partner will not have the authority to make any commitments or agreements or to incur any liabilities whatsoever on behalf of Tremendous, nor will Tremendous be liable for any acts, omissions, contracts, commitments, promises or representations made by Partner.
In the event Partner desires to act on behalf of one or more Leads with respect to the creation of Tremendous customer account(s), Partner will obtain the requisite consent and authority to act on behalf of such Lead, including the authority to bind the Lead and enter into the Tremendous ToS on behalf of such Lead.
Cooperation. Partner acknowledges that the successful and timely rendering of the Integration and Tremendous API to be provided hereunder will require the good faith cooperation of Partner. Accordingly, Partner will fully cooperate with Tremendous, including by providing Tremendous with all information necessary or appropriate to Tremendous’ performance hereunder, as reasonably requested by Tremendous. Tremendous will not be liable for a failure to perform or delay in the performance of any obligation hereunder if such failure or delay is caused by Partner’s failing to timely perform its obligations hereunder or to provide Tremendous with the requisite information or cooperation with respect to its performance of such obligations.
CUSTOMER ACCOUNTS AND INTEGRATION
Integration. Partner will instruct each Lead, once approved by Tremendous, to link its Tremendous customer account (via the Integration) to the Partner Site. Tremendous will provide Partner, in its capacity as an Authorized User (as defined below) of each Customer, access to each Customer’s customer account (the “Tremendous Account”) through which it will be able to access the Tremendous customer accounts of each Customer that links to the Partner Site.
Authorized Users. Partner may authorize certain of its trusted officers, employees, and representatives to access its Tremendous Account (each, an “Authorized User”). Tremendous is not responsible for authenticating the identity of any Authorized User. Partner is fully responsible for all activity that occurs on its Tremendous Account. Partner is responsible for maintaining adequate security and control of any and all credentials associated with the Tremendous Account. Any loss or compromise of such information may result in unauthorized access to the Tremendous Account by third parties and loss of information. If Partner believes its Tremendous Account or any credentials or other information associated therewith has been compromised, it must immediately contact Tremendous Customer Support at [email protected].
Tremendous Account Access. Tremendous may, in its sole discretion, deny or limit access of any Authorized User to the Tremendous Account or suspend the Tremendous Account. In the event Tremendous denies, limits, or suspends access to a Tremendous Account, it will promptly notify Partner of such action and the reasons therefor. Tremendous may rely on Partner’s investigation and determination in its decision to reinstate access to one or more Authorized Users or to the Tremendous Account.
USE OF THE TREMENDOUS API
Access to the Tremendous API. In Tremendous’ sole discretion, Partner may be granted log-in information to access the Tremendous API (“API Credentials”). Partner must keep its API Credentials secure and may not share the API Credentials with any third party. Partner will not access the Tremendous API by any means other than the API Credentials. API Credentials are the exclusive property of Tremendous. Tremendous may change or discontinue the availability of some or all of the Tremendous API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. Tremendous may also impose limits on certain features and services or restrict Partner’s access to some or all of the Tremendous API. Partner’s continued use of the Tremendous API following a subsequent release will be deemed acceptance of such modifications.
Application. The software application, website, interface, or any other means Partner uses to access the Tremendous API using the API Credentials is referred to herein as Partner’s “Application.”
API License. Tremendous grants to Partner a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Tremendous API solely in connection with interoperating or integrating with the Service, and solely in the manner described in the technical documentation contained in the Tremendous API and these Integration Partner Terms.
API Restrictions. When using the Tremendous API, Partner will:
only use the Tremendous API to engage with the Services;
restrict disclosure of the API Credentials, or any part thereof, to Partner’s agents, employees, or service providers, who must require access to use, maintain, implement, correct or update a Tremendous Account and integration with the Site, and who are subject to confidentiality obligations the same as or greater than those contained herein;
not distribute, sell, lease, rent, lend, transfer, assign, permit use of or sublicense any rights granted herein to a third party;
not use or access the Tremendous API or the Service in order to monitor the availability, performance, or functionality of the Tremendous API the Service or any portion thereof or for any similar benchmarking purposes;
not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Tremendous API;
not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Tremendous or any third party;
not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Tremendous API, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
not bypass Tremendous API restrictions for any reason;
not access or use the Tremendous API, in its capacity as Partner, to develop or distribute Payouts (as defined in the Tremendous ToS) or use the Services in any way in furtherance of criminal, fraudulent, or other unlawful activity; and
not attempt to tamper, hack, modify or otherwise corrupt the security or functionality of the Tremendous API, the Site or the Services.
API Limits. Tremendous may set and enforce limits on Partner’s use of the Tremendous API (limiting the number of requests that Partner may make, the number of sub-accounts served, etc.), in our sole discretion. Any applicable limits will be communicated to Partner and Partner will comply with such limits. If Partner would like to use the Tremendous API beyond these limits, Partner must obtain Tremendous’ express written consent (and Tremendous may decline such request or condition acceptance on Partner’s agreement to additional terms and/or charges for that use). To request such approval, contact your CSM.
Updates. Tremendous reserves the right to require Partner to install or update any and all software to continue using the Tremendous API. Partner acknowledges that Tremendous may make Updates to the Tremendous API from time to time, and at its sole discretion. Partner must implement and use the most current version of the Tremendous API and to make any changes to Partner’s Application that are required as a result of such Update, at Partner’s sole cost and expense. Updates may adversely affect the manner in which Partner’s Application accesses or communicates with the Tremendous API. Partner’s continued access or use of the Tremendous API following an update or modification will constitute binding acceptance of the Update.
Beta Services. From time to time, Tremendous may, in its sole discretion, invite Partner to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Tremendous will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Tremendous and subject to the confidentiality provisions set forth in Section 8 of these Integration Partner Terms. Tremendous makes no representations or warranties that the Beta Services will function in accordance with any requirements, specifications, documentation or at all. Tremendous may discontinue the Beta Services at any time in its sole discretion. Tremendous will have no liability for any harm or damage arising out of or in connection with Partner’s use of a Beta Service. The Beta Services may not work in the same way as a final version. Tremendous may change or not release a final or commercial version of a Beta Service in our sole discretion.
Security. PARTNER AGREES THAT TREMENDOUS MAY MONITOR USE OF THE TREMENDOUS API TO ENSURE QUALITY, IMPROVE TREMENDOUS PRODUCTS AND SERVICES, AND VERIFY PARTNER’S COMPLIANCE WITH THE TERMS. This monitoring may include Tremendous accessing and using the Partner Application, for example to identify security issues that could affect Tremendous or other clients. Partner agrees not to interfere with this monitoring. Tremendous may use any technical means to overcome such interference. Tremendous may suspend access to the Tremendous API by Partner or the Partner Application without notice if Tremendous reasonably believes that Partner is in violation of these Integration Partner Terms.
Partner Systems. The Partner Application will be installed and run on Partner’s server or another server, but will not be run on Tremendous’ servers. Partner’s networks, operating system and software of the Partner Site must be properly configured to Internet industry standards so as to securely operate the Partner Application and protect against unauthorized access to, disclosure or use of any information Partner receives from Tremendous. If Partner does not completely control some aspect of the Partner Site, Partner will use all influence that Partner has over the Partner Site to do so. Partner must at all times diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
Marks. Tremendous hereby grants to Partner during the Term (as defined herein) a limited, non-exclusive, royalty-free, non-assignable, non-sublicensable, non-transferrable license to display the Tremendous’ trademark (the “Tremendous Mark”), solely in the form provided to Partner by Tremendous and solely on the Partner Site in connection with the Integration.. The Tremendous Mark shall be used only in the forms and format expressly approved in advance, in writing, by Tremendous. Title to and ownership of the Tremendous Mark shall remain with Tremendous or its affiliates and all use of the Tremendous Mark shall inure to the sole benefit of Tremendous and its affiliates. Upon termination of these Integration Partner Terms, all license rights conveyed by Tremendous to the Tremendous Mark shall cease, and Partner shall cease all use of the Tremendous Mark. Partner hereby grants to Tremendous during the Term (as defined herein) a limited, non-exclusive, royalty-free, non-assignable, non-sublicensable, non-transferable license to use the Partner trademark in order too indicate that Partner is a partner and customer of Tremendous.
Feedback. Tremendous welcomes any ideas and/or suggestions regarding improvements or additions to the Services, API or Tremendous Technologies. Under no circumstances will any disclosure of any idea, suggestion or related material or any review (collectively, “Feedback”) to Tremendous be subject to any obligation of confidentiality or expectation of compensation and Partner agrees that it will not submit any Feedback considered confidential or proprietary. If Partner or any of its employees or representatives provides any Feedback with respect to the Services, Tremendous API or Tremendous Technologies, Partner hereby assigns to Tremendous all right, title, and interest in and to the Feedback, and we are free to use, reproduce, disclose, or otherwise exploit the Feedback without attribution, payment, or restriction, including to improve the Tremendous API, Tremendous Technologies and the Service and to create other products and services.
Term. Subject to termination as described herein, the term of these Integration Partner Terms will commence on the date that Partner is approved for, and is provided access to, the Integration and will continue until terminated (the “Term”).
Termination. Tremendous may terminate these Integration Partner Terms without cause upon prior written notice to Partner. Additionally, each Party has the right to terminate these Integration Partner Terms by providing the other Party with written notice of termination upon a failure by the other Party to observe or perform, in any material respect, such Party’s obligations hereunder, so long as the failure is not due to the actions or failure to act of the terminating Party, but only if the failure continues after a period of, and is uncured as of the end of thirty (30) days after the non-performing Party received written notice from the terminating Party specifying, with reasonable specificity, the failure.
Termination and Suspension of Services. Access to the Tremendous API may be terminated or suspended by Tremendous at any time and at Tremendous’ sole discretion. Without limiting the foregoing, Tremendous may terminate Partner’s right to use the Tremendous API or Integration if Partner breaches these Integration Partner Terms. Termination or suspension of Partner’s access to the Tremendous API and/or Integration may negatively affect users of the Partner Site and Partner is solely responsible for ensuring that all Customers who access or use the Partner Site are aware of this risk
Effect of Termination. Upon termination of these Integration Partner Terms, Tremendous will not be obligated to provide the Integration or the Tremendous API, but will continue to provide the Services to Customers pursuant to its agreements with such Customers.
LIMITATION OF LIABILITY AND DISCLAIMER
EXCEPT FOR ANY CLAIM THAT ARISES OUT OF A BREACH OF SECTION 4 (INTELLECTUAL PROPERTY), SECTION 7 (INDEMNIFICATION) OR SECTION 8 (CONFIDENTIALITY), (I) NEITHER PARTY NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS RESPECTIVE AFFILIATES, WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WRONGFUL DEATH OR INJURY OF ANY PERSON AND (II) TREMENDOUS’ LIABILITY TO PARTNER AND ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS UNDER THESE INTEGRATION PARTNER TERMS FOR ANY REASON WILL BE LIMITED TO USD$100. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
THE SERVICES, THE INTEGRATION AND THE TREMENDOUS API ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TREMENDOUS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS MAKE NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TREMENDOUS FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE SERVICES, THE INTEGRATION OR THE TREMENDOUS API SATISFIES ALL OF PARTNER’S OR ITS CUSTOMERS’ REQUIREMENTS OR WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS.
Partner will indemnify, defend and hold harmless Tremendous, its Affiliates and its and their directors, officers, employees, and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorneys’ fees and costs, arising from or relating to: (i) a breach of these Integration Partner Terms; (ii) any gross negligence or willful misconduct; or (iii) any action or suit relating to a claim that arises out of the indemnifying Party’s or its respective employees’ or agents’ violation of any statute, ordinance, or regulation. Tremendous shall have the right to participate, at its own expense, in the resolution of any such claim through counsel of its own choosing.
During the Term of these Integration Partner Terms, each Party (a “Disclosing Party”) may disclose, under these Integration Partner Terms, the other Party (a “Receiving Party”) with confidential and/or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under these Integration Partner Terms and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party (including, with respect to Tremendous, the Integration and Services), will be considered Confidential Information. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under these Integration Partner Terms. The obligations in this Section 8 will not apply to any information that: (a) is made generally available to the public without breach of these Integration Partner Terms, (b) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (c) is disclosed to Receiving Party by a third-party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, in the event that Receiving Party is requested or becomes legally compelled to disclose any Confidential Information of the Disclosing Party, it is agreed that such Receiving Party will provide the Disclosing Party with prompt written notice of such request(s) to enable the Disclosing Party to seek a protective order to protect and preserve the confidential nature of the Confidential Information. In such event, each Party agrees that it will furnish only that portion of the Confidential Information which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information and other information which is being disclosed. Each Party shall immediately notify the other Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other Party.
PARTNER REPRESENTATIONS AND WARRANTIES
Partner represents, warrants and covenants as of the date hereof and on a continuing basis throughout the term of these Integration Partner Terms that:
It is duly incorporated, validly existing and in good standing under the laws of the country, province, or state in which it is incorporated, and is in good standing in each other jurisdiction where the failure to be in good standing would have a material adverse effect on its business or its ability to perform its obligations under these Integration Partner Terms.
It has all necessary corporate power and authority to carry on its business as presently conducted and as will be conducted pursuant to these Integration Partner Terms.
It has all necessary rights, regulatory approvals, corporate power and authority to enter into these Integration Partner Terms and to perform its obligations hereunder, and the execution and delivery of these Integration Partner Terms and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate actions on its part.
These Integration Partner Terms constitute a legal, valid, and binding obligation of Integration Partner, enforceable against it in accordance with its terms.
The execution, delivery, and performance of these Integration Partner Terms will not constitute a violation of any law, regulatory requirement, judgment, order or decree.
These Integration Partner Terms do not involve the counseling or promotion of a business arrangement that violates state or federal law.
In the event that Partner is entering into the Tremendous ToS and otherwise engaging with Tremendous on behalf of a Lead, Partner further represents, warrants and covenants that:
It has obtained appropriate authorization to enter into contracts with Tremendous on behalf of such Lead.
It has all appropriate intellectual property rights and such other rights as may be required to engage with Tremendous on behalf of each Customer.
All information provided to Tremendous in connection with the creation of a Tremendous Account and onboarding of a Customer is true, accurate and complete.
DATA OWNERSHIP AND USE
Integration Data. Partner will only access, use and otherwise process information, data and other content that it obtains through the Integration, including any information comprising “personal information”, “personal data” or similar term under applicable laws, any anonymized, deidentified or aggregated data or data derived from such information, data and other content (together, “Integration Data”) on behalf of and at the direction of the Customer to whom the Integration Data relates or belongs to, including to send rewards on behalf of the Customer.
Use of Integration Data. Notwithstanding anything to the contrary in these Integration Partner Terms or any directions or instructions from Customer, Partner will not use Integration Data for Partner’s own purposes, another Lead’s, Customer’s or third party’s purpose, nor will Partner use, retain or otherwise process Integration Data for targeted advertising purposes or to build or augment user profiles for Partner’s or a third party’s purposes. Partner will only disclose or transfer Integration Data to the extent authorized by Customer, or otherwise as required or permitted by applicable laws and regulations. Partner will process Integration Data in accordance with applicable laws, including, providing the same level of privacy protection as required by the California Consumer Privacy Act of 2018, as amended.
Deidentified Data. To the extent that Integration Data contains deidentified or anonymous data, Partner will (i) take reasonable measures to ensure the data cannot be associated with an individual, (ii) not maintain and use the data in identifiable form, and not to attempt to reidentify the data and (iii) contractually obligate any recipient of the data to comply with the requirements of this Section 10.c.
Security. Each Party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.
DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE
Dispute Resolution by Binding Arbitration. The parties will use their commercial best efforts to resolve any dispute arising hereunder without formal litigation or arbitration. If a dispute or claim arises out of or related to these Partner Integration Terms, or the interpretation, making, performance, breach, validity or termination hereof, and the parties do not resolve some or all of the dispute or claim through normal internal discussions, then such dispute or claim will be finally settled by binding arbitration in New York, New York, under the American Arbitration Association Commercial Arbitration Rules (the “AAA Rules”) by one or more neutral arbitrators appointed in accordance with the AAA Rules. At the request of either party, the arbitrator(s) will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) may also award to the prevailing party, if any, as determined by the arbitrator(s), its reasonable costs and fees incurred in connection with any arbitration or related judicial proceeding hereunder. Costs and fees awarded may include American Arbitration Association administrative fees, arbitrator fees, attorneys’ fees, court costs, expert fees, witness fees, travel expenses, and out-of-pocket expenses (including such expenses as copying, postage, and courier fees).
Confidentiality of Dispute Resolution. The dispute resolution proceeds contemplated herein will be as confidential and private as permitted by applicable law. To that end, the parties will not disclose the existence, content, or results of any mediation, arbitration or other proceedings conducted in accordance with these Partner Integration Terms, and material submitted in connection with such proceedings will not be admissible in any other proceeding; provided, however, that this confidentiality provision will not prevent a petition to vacate or enforce an arbitration award, and will not bar other disclosures required by applicable law.
Class Waiver. To the extent permitted by applicable law, any dispute arising out of or relating to these Partner Integration Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these Partner Integration Terms or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
No Jury Trial. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Partner Integration Terms or any of the transactions contemplated between the parties.
Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. These Integration Partner Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Non-Exclusivity. Nothing in these Integration Partner Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties. The Integration Partner Terms shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these Integration Partner Terms by doing so, including any confidentiality obligations.
Audit. Tremendous shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit the Partner Application, Partner Site and records to confirm Partner’s compliance with these Integration Partner Terms. If requested, Partner must provide us with proof that the Partner Application and Partner Site complies with these Integration Partner Terms.
Notice. Any notice required to be given by Tremendous under these Integration Partner Terms, or otherwise, may be provided to Partner by email (using the email address associated with your Tremendous Account), a posting on the Site, or other reasonable means. Tremendous may broadcast, distribute or display notices or messages through the Site or via email to inform Partner of changes to the Integration Partner Terms or other matters of importance. Such broadcasts, distributions or displays of information will constitute notice to Partner. Any changes to the Integration Partner Terms will become effective upon the earlier of: (i) your first use of the Services with notice of such changes, or (ii) 30 days after we post or distribute the revised Integration Partner Terms pursuant to this Section 12.d and such changes will apply to your use of the Services, Integration or Tremendous API after the effective date of the revised Integration Partner Terms. If you do not wish to accept the new Integration Partner Terms, you must stop using the Services, Integration and Tremendous API as a Partner.
No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Integration Partner Terms or to exercise any right under the Integration Partner Terms shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
Entire Agreement. These Integration Partner Terms, including all guidelines and other documents linked or otherwise incorporated or referenced herein sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to Partner’s use of the Integration and Services in its capacity as a partner (including any prior version of the Integration Partner Terms). In the event that Partner is using the Services as an Authorized User, the terms of the Tremendous ToS, and not these Partner Integration Terms, will apply to such use. prevail over any conflicting or inconsistent terms of these Integration Partner Terms.
Assignment. All the terms and provisions of these Integration Partner Terms shall be binding upon and inure to the benefit of the Parties and to their respective heirs, successors, permitted assigns and legal representatives. Tremendous shall be permitted to assign these Integration Partner Terms without notice to or consent from Partner. Partner has no right to assign or otherwise transfer these Integration Partner Terms, or any of its rights or obligations hereunder, to any third party without Tremendous’ prior written consent, to be given or withheld in Tremendous’ sole discretion.
Governing Law. These Integration Partner Terms and any dispute arising hereunder or in connection with these Integration Partner Terms, including any action in tort, will be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflicts of laws provisions or principles which may direct the application of the laws of any other jurisdiction.
Severability. In the event that any part of these Integration Partner Terms is deemed by a court of competent jurisdiction or Governmental Authority to be invalid or unenforceable, such provision will be deemed to have been omitted from these Integration Partner Terms. The remainder of the Integration Partner Terms will remain in full force and effect, and will be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such extent.
Survival. All provisions of the Integration Partner Terms which by their nature extend beyond the expiration or termination of the Integration Partner Terms will survive termination or expiration hereof.