Partners

Partner Program

SOA Software collaborates with industry-leading technology and implementation partners to meet the critical systems implementation, software integration, and platform deployment needs of customers.

Partner Services

To participate in SOA Software's partner program please click below.

Microsoft Partner Registration

Please fill out the form below. Be sure to review and accept the terms of the Reseller Program for Microsoft Partners License Agreement at the bottom of this form. We will review your application and respond back to you within 2 business days of submission. Once approved, you will have access to our Resources for Microsoft Resellers.

If you have already registered but don’t have the access link, please send us an email at info@soa.com and we will send you the address.

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* License Agreement: Please review and accept the terms of the Reseller Program for Microsoft Partners License Agreement below. Click here to view a printable version	I Accept the Terms of the License Agreement
RESELLER PROGRAM LICENSE FOR MICROSOFT PARTNERS READ THIS CONTRACT CAREFULLY. BY CLICKING THE "ACCEPT THE TERMS OF THE LICENSE AGREEMENT" RADIO BUTTON YOU ARE AGREEING TO ENTER INTO THIS AGREEMENT ("AGREEMENT") IN AN ONLINE ELECTRONIC FORMAT AND TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN SOA AND YOU, THE RESELLER, ("RESELLER"). AFTER YOU ACCEPT THIS AGREEMENT, WE WILL NOTIFY YOU IN WRITING OR VIA EMAIL WHETHER OR NOT WE HAVE ACCEPTED THE AGREEMENT WITH YOU. IF RESELLER HAS SIGNED UP TO PROVIDE FIRST LINE SUPPORT FOR THE SOFTWARE TO ITS CUSTOMERS, THE PARAGRAPHS OR SENTENCES BELOW INDICATED BY SUPPORT PROVIDERS ONLY SHALL APPLY. IF RESELLER HAS DECLINED TO PROVIDE FIRST LINE SUPPORT THE PARAGRAPHS OR SENTENCES BELOW INDICATED BY SUPPORT PROVIDERS ONLY SHALL NOT APPLY. Recitals 1. The Reseller desires to enter into an agreement with Company in order to facilitate the distribution of software products offered by the Company; and 2. The Company is willing to enter into such an agreement with the Reseller on the terms and conditions stated herein. 3. Reseller is in the business of consulting on and delivering business solutions to its customers which may include distributing, developing, marketing and licensing computer software which may or may not be similar to software products of the Company and wishes to distribute the Company's products as part of its' portfolio offered to its customers; and 4. In consideration of the good and valuable benefits and mutual promises hereinafter contained, the Parties hereby agree to the following terms and conditions. In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree as follows: 1. Definition of Terms. (a) "AAA" is defined in Section 18(c). (b) "Arbitration Notice" is defined in Section 18(b). (c) "Company" is defined as SOA Software, Inc., a Delaware corporation with its principal place of business at 12100 Wilshire Blvd. 18th Floor, Los Angeles, CA USA 90025 (d) "Confidential Information" includes pricing or information concerning new products, results of testing or benchmarking of the Licensed Software, trade secrets and other proprietary rights, including but not limited to Licensed Software and associated Documentation; and any business, marketing or technical information disclosed by either party in relation to this Agreement, and identified as Confidential Information in writing or email by the disclosing party or which under the circumstances could reasonably be considered to be confidential. Confidential Information does not include information (a) already in the possession of the receiving party without an obligation of confidentiality, (b) furnished to the receiving party by a third party without a breach of any separate nondisclosure obligation, (c) information that is in the public domain, (d) furnished by the disclosing party to a third party without restriction on subsequent disclosure, or (e) independently developed by the receiving party without reliance on the Confidential Information. (e) "Customer" means any end user to whom Reseller distributes any of the Licensed Software. (f) "Dispute" is defined is Section 18(a). (g) "Documentation" means the written manuals and technical specifications for the Licensed Software prepared by the Company as delivered to Reseller and as generally updated from time-to-time. (h) "Effective Date" is the date that Company notifies you in writing or via email that we have accepted this Agreement. (i) "Enhancements" mean all modifications, improvements or upgrades to the Licensed Software made generally available by the Company during the term of this Agreement, including those Upgrades or Releases delivered pursuant to Exhibit A. (j) "Indemnified Party" is defined in Section 9(c). (k) "Indemnifying Party" is defined in Section 9(c). (l) "Licensed Software" means any copy of the object code version of the following computer software products, all Enhancements to such software and the Documentation. The Company reserves the right to modify its product offerings in its sole discretion. i) Workbench for Microsoft BizTalk - 4CPU SKU# SOA0142 ii) Workbench for Microsoft BizTalk - 8 CPU SKU# SOA0143 iii) Workbench for Microsoft BizTalk - 16 CPU SKU# SOA0144 (m) "Sales Fee" means the fee for the Licensed Software that the Reseller shall pay to the Company which shall be calculated as 70% (seventy percent) of the standard List Price of the Licensed Software as included in the Company Price List as updated from time to time by the Company in its sole discretion and published at www.soa.com. (n) "Support Services" is defined in Section 4(b). (o) "Support Services Fee" means the fee for the Support Services for Licensed Software that the Reseller shall pay to the Company. The Support Services Fees shall be calculated as 100% (one-hundred percent) of the standard List Price of the Support Services applicable to each copy of Licensed Software as included in the Company Price List as updated from time to time by the Company in its sole discretion and published at www.soa.com. SUPPORT PROVIDERS ONLY - Notwithstanding the Support Services Fees shall be calculated as 70% (seventy percent) of the standard List Price of the Support Services applicable to each copy of Licensed Software as included in the Company Price List as updated from time to time by the Company in its sole discretion and published at www.soa.com. (p) "Trademarks" means any and all trademarks and trade names used by the Company in connection with the Licensed Software. 2. Appointment as Reseller (a) Appointment as Reseller. Until this Agreement is terminated in accordance with Section 3, the Company appoints Reseller as a non-exclusive distributor of the Licensed Software, and grants Reseller the limited license to the Licensed Software as set forth in this Section 2. Nothing in this Agreement shall limit or preclude the Company's right or ability (i) to market or license the Licensed Software to any entity anywhere in the world or (ii) to appoint any entity as a dealer, reseller, distributor, or agent of the Licensed Software anywhere in the world. Reseller shall be free to determine its own prices at which the Licensed Software shall be marketed and distributed. SUPPORT PROVIDERS ONLY Until this Agreement is terminated in accordance with Section 3, the Company appoints Reseller as a non-exclusive provider of support services. (b) License Grant. Until this Agreement is terminated in accordance with Section 3, and subject to the terms and conditions of this Agreement, with respect to the Licensed Software, the Company hereby grants to Reseller a non-exclusive, revocable license to: i. Use Workbench for Microsoft BizTalk - Evaluation Version (SKU# SOA0145), solely in support of Reseller's authorized uses of the Licensed Software; ii. Distribute the Licensed Software solely to third party end users. Notwithstanding, there is no right of distribution to third party end users of the Workbench for Microsoft BizTalk - Evaluation Version (SKU# SOA0145); iii. FOR SUPPORT PROVIDERS ONLY install, use and execute a reasonable number of copies of Workbench for Microsoft BizTalk - Evaluation Version (SKU# SOA0145) solely for the use of fulfilling Reseller's obligations for the functions of support to its Customers. iv. Install a reasonable number of copies of Workbench for Microsoft BizTalk - Evaluation Version (SKU# SOA0145) on equipment belonging to Reseller for the sole purpose of Reseller's staff being able to perform demonstrations of Licensed Software to potential customers. Such copies may not be left or installed at potential customer or other third party sites. (c) Restrictions. Reseller may not: i. Modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Software, or, except as expressly provided in this Agreement, sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Licensed Software or any portion thereof, or permit any third party to do any of the foregoing, for any purpose whatsoever; ii. Use the Licensed Software in any manner that is inconsistent with its Documentation; iii. Sublicense the Licensed Software. 3. Term; Termination (a) This Agreement shall commence on the Effective Date and shall continue for a period of one year unless terminated in accordance with this Section 3; provided however, that in addition to any right to terminate this Agreement in accordance with this Section 3, either party may terminate this Agreement at any time by giving thirty (30) days' written notice of termination to the other. Providing that the Agreement has not been terminated, the Agreement shall automatically renew for additional one year terms on each annual anniversary date of the Effective Date. (b) Termination by the Company. The Company may terminate this Agreement upon the occurrence of any of the following events: i. Reseller's material violation of the confidentiality provisions of this Agreement; ii. Any other material default of this Agreement by Reseller which has not been cured within thirty (30) days of written notice given to Reseller by the Company; and iii. Upon thirty (30) days written notice to Reseller, if Reseller becomes bankrupt, or if any involuntary petition there under should be filed against Reseller, and the same is not dismissed within such 30-day period, or if a receiver is appointed for Reseller's business, or if Reseller makes a general assignment for the benefit of its creditors. (c) Termination by Reseller. Reseller may terminate this Agreement at any time upon the occurrence of any of the following events: i. Any material default of this Agreement by the Company which has not been cured within thirty (30) days of written notice given to the Company by Reseller; or ii. Upon thirty (30) days written notice to the Company, if the Company petitions for relief under the Bankruptcy Act, or if any involuntary petition there under should be filed against the Company, and the same is not dismissed within such 30-day period, or if a receiver is appointed for the Company's business, or if the Company makes a general assignment for the benefit of its creditors. (d) Duties on Termination. Upon termination of this Agreement: i. All rights and licenses of Reseller and obligations of and restrictions on the Company hereunder shall terminate, except that the license terms of validly distributed Licensed Software to Customers in accordance with this Agreement shall remain in effect in accordance with their terms; ii. Reseller shall immediately return to the Company all Licensed Software, Confidential Information, master disks, catalogues and literature in its possession, custody or control in whichever form held (including all copies or embodiments thereof) and shall cease using any trademarks, service marks and other designations of the Company. SUPPORT PROVIDERS ONLY Notwithstanding, Reseller may keep a reasonable number of copies of Licensed Software to allow it to fulfill its ongoing obligations with respect to support services to its Customers which were fully paid up and in effect as of the date of termination of this Agreement; iii. Except for Sections 4, 5, 7, 8, 12, 13 and 17-21 of this Agreement, all other provisions of this Agreement shall terminate; and iv. Reseller shall pay to the Company all Sales Fees and Support Services Fees owed to the Company as of the effective date of termination. v. SUPPORT PROVIDERS ONLYCompany shall continue to provide the Support Services in Exhibit A to Reseller for fully paid up support contracts in effect as of the date of termination until such time as those contracts' then current term expires. 4. Fees and Payments (a) Sales Fee. Reseller shall pay the Company the Sales Fees on each copy of the Licensed Software distributed by Reseller during the term of this Agreement. Notwithstanding, the Reseller shall not pay Sales Fees on the Licensed Software in Sections 2(b) ii, iii or iv. (b) Support Services. SUPPORT PROVIDERS ONLY Reseller shall provide all installation, user support and technical support services to Customers in support of the Licensed Software. Company shall provide second line technical support services ("Support Services") solely to Reseller as further defined in Exhibit A. (c) Support Services Fee. SUPPORT PROVIDERS ONLYReseller shall pay to the Company the Support Services Fees on each copy of the Licensed Software distributed by Reseller during the term of this Agreement. (d) Delivery and Payment Terms. Within ten (10) business days of receipt of Reseller's valid purchase order OR electronic order at www.soa.com specifying the Licensed Software and pricing for same, Company shall deliver such Licensed Software to Reseller at the location and in the medium specified in such Purchase Order. Reseller shall pay all amounts arising under this Agreement within thirty (30) days from date of Company's invoice. SUPPORT PROVIDERS ONLY Within ten (10) business days of receipt of Reseller's valid purchase order OR electronic order at www.soa.com specifying the support services and pricing for same, Company shall Company shall deliver Support Services and Enhancements for the covered period as provided in Exhibit A. The Company reserves the right to modify its support offerings in its sole discretion. Reseller shall pay all amounts arising under this Agreement within thirty (30) days from date of Company's invoice. (e) Taxes. Reseller shall pay all taxes, duties, fees, withholdings, VAT of any type (except any US or state income taxes) that are imposed on this Agreement or on the distribution or sublicensing of the Licensed Software by Reseller. (f) Records, Reports and Audit. Within thirty (30) days after the end of each calendar quarter, Reseller shall forward a report indicating all distribution (whether for fee, evaluation or pilot) of Licensed Software made during such quarter by Reseller. Reseller shall maintain accurate records relating to distribution of Licensed Software so as to validate the Sales Fee and Support Services Fee payments (if applicable) due to the Company herein. Such books and records shall be available at their place of keeping for inspection by an independent auditor chosen and paid by the Company for the purposes of determining whether the correct fees have been paid to the Company. 5. Ownership Notwithstanding any other provision of this Agreement, the Company retains all title to, and, except as expressly licensed in this Agreement, all rights to the Licensed Software, all copies and all associated Documentation. Licensed Software shall be distributed only, and not licensed or sold, under this Agreement. Reseller acknowledges that the Licensed Software and Documentation are the sole and exclusive property of the Company and that Reseller has no rights in the foregoing except those expressly granted by this Agreement. Reseller shall not remove, alter or cover any appropriate copyright notice or other proprietary rights notice placed in or on machine language or human readable form. All Licensed Software distributed by the Reseller to its customers shall be subject to the end user click through licenses included with the Licensed Software and Reseller shall have no right to amend, modify or alter in any manner the terms of those click through licenses. 6. Trademarks, Advertising and Promotion (a) The Company has and retains sole ownership of the Trademarks, including the goodwill pertaining thereto. The Company hereby grants to Reseller the right to use and display the Trademarks solely to the extent reasonably necessary for the marketing, distribution, and support of the Licensed Software. Reseller may not make reference to the Licensed Software or the functionality of the Licensed Software without use of the Trademarks. Reseller shall not use the Trademarks or any other trademarks or trade names of the Company or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of any product of Reseller. Except as expressly provided in this Agreement, neither party shall have any right to use the trademarks, service marks or trade names of the other party. (b) Co-Branded Materials. Reseller, at its own cost and expense, agrees to develop, publish, and distribute co-branded materials in order to enhance the distribution of the Licensed Software. Reseller shall not publicly release any such materials until the Company has approved them, which approval shall not be unreasonably withheld. The release of any marketing materials or advertising describing or mentioning the Licensed Software without such the Company's approval shall be a material breach of this Agreement. (c) Use of Reseller Name. Reseller grants to Company the right to use and display the trademarks and name of Reseller to the extent necessary to publicize the relationship between the parties pursuant to this Agreement. 7. Confidentiality The parties agree to keep confidential any Confidential Information disclosed to a party by the other party, whether before or after the date of this Agreement. Each party acknowledges that a disclosing party could suffer irreparable harm if there is unauthorized disclosure of Confidential Information by the receiving party. Each party agrees that it shall maintain and protect Confidential Information, including the terms of this Agreement (including but not limited to Sales Fees and Support Services Fees) and the results of any testing or benchmarking of the operation of the Licensed Software, and that it shall not disclose this information to anyone other than its own directors, officers, employees, agents, and representatives who require access pursuant to this Agreement. In addition, Reseller shall not disclose any of Company information received as a result of this Agreement (including but not limited to information posted on any non-public section of Company's website) to any third party which has a product or service offering into the SOA (Service Oriented Architecture) market. Each party agrees to advise its directors, officers, employees, agents, and representatives who may have access to Confidential Information of the obligation of confidentiality imposed by this Agreement and to take commercially reasonable precautions to prevent any unauthorized use or disclosure of this information. 8. Limitation of Liability IT IS UNDERSTOOD AND AGREED THAT THE COMPANY'S LIABILITY FOR ANY DAMAGES SUFFERED BY THE DISTIBUTOR, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY THEORY, IN NEGLIGENCE, OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID TO THE COMPANY BY RESELLER PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF THE OTHER PARTY, ANY CUSTOMER, OR ANY OTHER THIRD PARTY, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE OCCURRENCE OF THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION. 9. Indemnification (a) Indemnification by the Company. i. The Company agrees to indemnify, defend and hold harmless Reseller and its directors, officers, employees, agents and assigns against any and all third-party claims (including those brought by a Customer) brought against Reseller for infringement of any United States trademark or copyright rights of any third party, which arises from its use of the Licensed Software. In such event, the Company shall, at its own expense and option, either (a) procure for Reseller and Customers the right to continue using such Licensed Software, (b) replace the same with non-infringing software or modify the Licensed Software so that it becomes non-infringing or (c) remove the Licensed Software, or part thereof, and refund the aggregate Sales Fees paid therefore by Reseller, less an amount equal to one-third of the Sales Fee for each year of use up to 100% of the Sales Fees. The Company shall have no obligation with respect to any such claim based upon Reseller or other third party modification of the Licensed Software. ii. THE INDEMNIFICATION IN THIS SECTION 9(a) DOES NOT APPLY TO THE EXTENT A CLAIMED INFRINGEMENT IS CAUSED BY (a) MODIFICATIONS TO THE LICENSED SOFTWARE NOT MADE AND SUPPLIED BY THE COMPANY (b) RESELLER'S FAILURE TO INSTALL ENHANCEMENTS PROVIDED BY THE COMPANY OR (c) USE OF THE LICENSED SOFTWARE OTHER THAN IN ACCORDANCE WITH ITS DOCUMENTATION. iii. THE FOREGOING PROVISIONS OF THIS SECTION 9(a) STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF THE COMPANY AND ITS LICENSORS OR SUPPLIERS, AND THE EXCLUSIVE REMEDY OF RESELLER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED SOFTWARE OR ANY OF THE SERVICES PERFORMED BY THE COMPANY HEREUNDER. (b) Indemnification by Reseller. Reseller shall indemnify the Company from all claims, losses, and damages, including attorneys' fees, to the extent they arise from Reseller's marketing, distribution, installation, or support of the Licensed Software, except to the extent caused by the Company's breach of its obligations under this Agreement or the Company's own negligence. (c) Indemnification Process. In the event that any legal action is commenced against a party entitled to indemnification under this Agreement (an "Indemnified Party"), the party obligated to provide indemnification (the "Indemnifying Party") shall: i. Defend the action at its expense, as long as the Indemnifying Party is notified promptly in writing and is given complete authority and information reasonably required to defend the suit; ii. Pay all damages and costs awarded against the Indemnified Party, and any settlement; provided that the Indemnifying Party shall not be responsible for any settlement made by an Indemnified Party without the Indemnifying Party's written consent, and all other costs, damages and expenses incurred by an Indemnified Party in connection with such legal action; and 10. Warranty The Company provides the services and Licensed Software hereunder to Reseller "as-is"? without any warranty whatsoever. The Company's warranties to Reseller's customers will be as included in the end user click-through licenses agreement included in the Licensed Software. Reseller shall not give any warranties to its customers with respect to the Licensed Software or the services provided by the Company. With respect to the Reseller, COMPANY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. 11. Expenses It is expressly understood and agreed that, except as expressly provided in this Agreement, neither party has an obligation to reimburse the other party for any expenses or costs incurred by such party in the performance of its responsibilities under this Agreement. Any costs or expenses incurred by each party shall be at such party's sole risk and upon its independent business judgment that such costs and expense are appropriate. 12. Notices All notices and other communications required or permitted to be given under this Agreement shall be in writing and hand-delivered, or mailed by first-class mail postpaid, or sent by an overnight courier with a reliable tracing system, by one party to the other as follows: For the Company: SOA Software, Inc. 12100 Wilshire Blvd., 18th Floor Los Angeles, CA 90025 Attn: Legal Department For Reseller: At the address provided by the Reseller at the Effective Time. Notices, which are mailed, shall be deemed to have been given as of the fourth business day following the date of mailing and notices, which are hand-delivered or sent by overnight courier, are deemed to be given the next business day. Either party may change its address for the giving of notices by so notifying the other party by ten (10) days prior written notice given in the manner set forth in this Section 12. 13. Compliance with Law Each party agrees to comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement, including full compliance with all United States export control laws. Each party agrees not to, directly or indirectly, export or re-export, or permit the export or re-export of the Licensed Software, the Documentation or any technical information about the Licensed Software to any country for which United States law or regulation requires an export license or other governmental approval, unless the appropriate export license or approval has been obtained. 14. Assignment Neither party may assign this Agreement without the prior written approval of the other party, which approval shall not be unreasonably withheld, provided that Company may assign or otherwise transfer this Agreement or its rights hereunder in connection with a merger, consolidation, or sale of all or substantially all its assets. 15. Entire Agreement This Agreement, together with all Exhibits and addendums hereto, constitutes the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications and negotiations between them pertaining to its subject matter. 16. Amendments This Agreement may only be amended, changed or modified in a writing signed by both parties. 17. Governing Law and Legal Actions. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. 18. Dispute Resolution (a) In the event of any dispute, controversy or claim (a "Dispute") arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, the parties shall first attempt to resolve such Dispute through consultation between the parties. Such consultation shall begin immediately after either party has delivered to the other party a written notice for such consultation. (b) If the Dispute is not resolved within sixty (60) days following the date on which such notice is given, the Dispute shall be submitted to arbitration upon the request of either party with notice to the other party (the "Arbitration Notice"). (c) The arbitration shall be conducted in the State of California under the auspices of the American Arbitration Association ("AAA"). The arbitration shall be before a sole arbitrator, if the parties agree upon such a single arbitrator. If the parties are unable to agree on a single arbitrator within twenty (20) days after the notice of commencement of arbitration delivered to the other party, then the arbitration shall be before three (3) arbitrators. In such event, each party shall choose an arbitrator, and these two (2) arbitrators shall agree upon a third. The arbitration tribunal shall apply the Commercial Arbitration Rules of the American Arbitration Association, as in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 18, including the provisions concerning the appointment of arbitrator, the provisions of this Section 18 shall prevail. (d) Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Either party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration award. (e) During the course of the arbitration tribunal's adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication. 19. No Waiver The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. 20. Interpretation; Language This Agreement has been negotiated by the parties with the assistance of their respective counsel, and the language used in this Agreement expresses their mutual intent. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. 21. Relationship of the Parties Each party is acting as an independent contractor and not as agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. SUPPORT SERVICES 1. Additional Definitions. "Error" means any verifiable and reproducible failure of the Licensed Software to substantially conform to the Documentation. Notwithstanding the foregoing, "Error" shall not include any such failure that is caused by: (i) the use or operation of the Licensed Software with any other software or programming language or in an environment other than that intended or recommended by Company, (ii) modifications to the Licensed Software not made by Company, (iii) use of other than the most recent Release of the Licensed Software, or (iv) any bug, defect, failure or error in any software or hardware with which the Licensed Software is used. "Error Correction(s)" means either a modification to the Software that substantially conforms the Software to the Documentation or a procedure or routine that, when observed in the regular operation of the Software eliminates any material adverse effect on users of such Error. "Option(s)" means any additional or replacement code that can be added to the Licensed Software to provide some optional capability or functionality to the Licensed Software. Options are those capabilities or functions that some customers may license and other customers may not. "Release" means a new version of the Licensed Software that, in Company's sole discretion, is represented by a change to the left of the decimal point in the version number of the Licensed Software (e.g., v1.0 to v2.0). "Upgrade" means any modification or addition to the Licensed Software that enhances the Licensed Software without changing its overall functional capability or application and which, in Company's sole discretion, is represented by a change to the right of the decimal point in the version number of the Licensed Software (e.g., v1.0 to v1.1). Upgrades shall not include any Option (unless such Option has been separately licensed) or any module, product or service that is priced and sold separately from the Licensed Software. 2. Maintenance Services. a. Maintenance Services. During the term of each fully paid up annual support contract, Company shall provide the maintenance services as described herein solely to Reseller. Reseller shall be solely responsible for supplying all forms of services in this Exhibit to its Customers. Reseller agrees to use its best efforts to provide all services hereunder and to inform Company promptly of any issue with the customer's use of Software that cannot be resolved by the Reseller in a timely manner. b. Error Corrections. Company shall use commercially reasonable efforts to provide Error Corrections for Errors in the Licensed Software reported by Reseller to Company and incorporate such Error Corrections into Upgrades or Releases or at the sole discretion of the Company and deliver such Error Corrections to Reseller. c. Upgrades and Releases. Company shall make available to Reseller any Upgrades and Releases. Company will make such Upgrades and Releases available to Reseller when Company makes such Upgrades and Releases generally available to its other customers then covered by maintenance. d. Scope of Support. Notwithstanding anything herein to the contrary, the services set forth herein shall be provided only for (i) the most current Release of the Licensed Software currently shipping to new customers, and (ii) the Release of the Licensed Software immediately preceding the most current Release, limited to a period of one year from the date of the next newer Release. 3. Support Services. a. Support Services. During the term of each fully paid up annual support contract, Company shall provide the support services as described herein solely to Reseller. Reseller shall be solely responsible for supplying all forms of services in this Exhibit to its Customers and for adequately training its personnel in providing these services. b. Telephone and Web-based Support. During the term of this Agreement, Company will provide telephone consultation and advice up to one (1) individual designated by Reseller who will be authorized to contact Company regarding technical support of the Licensed Software during the then standard support hours of the Company. Such support shall be limited to as to the number of support incidents as then listed in the Company's standard support offerings. c. Limitations. Reseller acknowledges that Company is under no obligation to perform maintenance and support services per this Exhibit with respect to any (i) hardware or any software which is not Licensed Software; (ii) the use of operation of the Licensed Software with any other software or hardware other than that for which the Licensed Software is recommended by Company (iii) Error reported by a Customer where Reseller has not paid for Support Services for that Customer (iv) modifications to the Licensed Software not made by Company or (v) breach of this Agreement by Reseller. Should Company in the course of providing services under this Exhibit determine that the cause of the error is caused by any of the subsections listed in this paragraph, Reseller shall pay Company for the time spent at the then standard consulting rates. 4. Proprietary Rights. Any Error Corrections, Upgrades, Releases or other additions or modifications to the Licensed Software or Documentation delivered to Reseller under this Agreement shall be deemed part of the Licensed Software and subject to all of the provisions of this Agreement applicable to the Licensed Software.
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