- Purpose. The Nimbix HyperHub ISV Program (“HyperHub Program“) is intended to support software vendors (“Vendor”) who develop and deliver commercially-available software applications that are interoperable with the Nimbix Cloud and the JARVICE XE Platform through the HyperHub Application Marketplace.
- Authorization. This HyperHub ISV Program Agreement sets forth the terms and conditions under which a software vendor is authorized to participate in the HyperHub Application Marketplace. Vendor’s continued authorization is based on its compliance with this HyperHub Program Agreement. This authorization is personal to the legal entity or branch office indicated by Vendor in the application or as otherwise accepted by Nimbix in writing. Vendor has no right to delegate its rights or obligations hereunder to a third party without Nimbix’s express written consent.
- Nimbix Services. For this HyperHub Program and the Agreement, (“Nimbix Service(s))” means the delivery of HyperHub applications to computing infrastructure, computing platforms and environments to end users via the Nimbix Cloud, JARVICE and JARVICE XE platforms.
- Interoperability. Vendor agrees to certify to Nimbix that certain of its applications are interoperable with Nimbix Services. Vendor will conduct continuous testing of its applications to validate interoperability with relevant Nimbix Services. Vendor will also ensure that its staff has sufficient technical knowledge to support its applications running in combination with the applicable Nimbix Services. Notwithstanding any assistance from Nimbix with issues, Vendor is solely responsible for the development and technical support of its software applications.
- Nimbix HyperHub Application Guidelines. Nimbix has established certain criteria (the "Listing Criteria"), to which Vendor and Vendor’s software application must continuously adhere in order that such software application to be considered as interoperable with the applicable Nimbix Service and listed by Nimbix in HyperHub. For purposes of this HyperHub Program Agreement, a software application that adheres to the Listing Criteria is called a "HyperHub Application." With respect to each HyperHub Application, Vendor confirms that
- it will make each HyperHub Application generally available, and (b) Vendor will provide support related to each Vendor-owned HyperHub Application to End Users running from HyperHub. In the event the Vendor fails to support an End User running a HyperHub Application, Nimbix may, in its sole discretion, remove this application from HyperHub and require that Vendor immediately cease use of the associated Nimbix Mark or publicly available applicable support with respect to such application.
- Marks. The Nimbix Marks that Vendor is authorized to use under this HyperHub Program Agreement are available electronically directly from Nimbix. Vendor agrees to allow Nimbix to use Vendor’s marks and name in relation to this HyperHub Program, including but not limited to posting such marks on Nimbix’s web site and promotions.
- HyperHub Program Term. This HyperHub Program Agreement and the authorization granted hereunder begin on the Effective Date and continue for one (1) year (the “HyperHub Program Term”). This HyperHub Program Agreement shall automatically renew upon the anniversary of the Effective Date, and shall continue in full force and effect for successive one (1) year periods unless and until terminated by either party giving to the other party written notice of termination at least thirty (30) days before the anniversary date. “Effective Date” means either the date indicated on the Acceptance Notice or the date that Nimbix executed either a hard copy of the Agreement referencing this HyperHub Program Agreement or a hard copy of this HyperHub Program Agreement itself.
- Program Reporting, Revenue Recognition and Payments. Vendor, upon successfully meeting Listing Criteria as defined in Section 5 above, may, though not explicitly required by HyperHub Program, provide Nimbix with an hourly listing price in US dollars to be associated with the Vendor-owned HyperHub Application (the “Listing Rate”). The Listing Rate will be added to Nimbix Cloud infrastructure pricing and charged to End Users who run the Vendor-owned HyperHub Application on an hourly basis, prorated to the minute. Nimbix will invoice and collect payment from End Users based upon accrued usage, inclusive of infrastructure and Vendor-owned HyperHub Application Listing Rate on a monthly basis. Nimbix will provide to Vendor monthly reporting for all End User usage of Vendor-owned HyperHub Application and will remit payment in US dollars of all collected End User Fees at Vendor Listing Rate to Vendor on a quarterly basis, minus a five percent (5%) administrative handling fee which will be retained by Nimbix.
- Termination of HyperHub Program Agreement by Nimbix or Vendor. Nimbix or Vendor may (without prejudice to any other right or remedy) terminate this HyperHub Program Agreement. Termination of this HyperHub Program Agreement for any reason will immediately terminate Vendor’s participation in the HyperHub Program, including all eligibility for HyperHub Program benefits. Unless otherwise authorized under a separate Agreement, upon such termination, Vendor will immediately:
- cease referring to itself as a HyperHub Vendor, and cease using that title in any communication and advertising;
- cease promoting any of Vendor’s applications or solutions as HyperHub Ready Applications;
- cease all use of the Nimbix Marks,
- return or destroy, at Nimbix’s option, all printed materials containing such Nimbix Marks, including all documentation.
Upon termination, Nimbix shall
- remove all Vendor applications from HyperHub and the Nimbix Cloud,
- remove all Vendor marks from the Nimbix website and collateral material
Upon termination, all rights and obligations of the Parties under this HyperHub Program Agreement will terminate immediately.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date set forth below.