Advarra API Partner Program Agreement

This Advarra API Partner Program Agreement (this “Agreement”) is entered into by and between Advarra, Inc. (“Advarra”), an Ohio corporation with its principal place of business at 6100 Merriweather Drive, Suite 600, Columbia, MD 21044 USA and the “Partner” as defined in an Order Form referencing this Agreement. Partner agrees to the terms of this Agreement by executing an Order Form that references this Agreement. The Order Form signatory represents that they have full authority to bind the company and its Affiliates to the terms and conditions of this Agreement, in which case the term “Partner” shall refer to such entity and its Affiliates as defined below. If the signatory does not have such authority, or does not agree with the terms and conditions of this Agreement, such signatory must not accept the terms and conditions of this Agreement, and Partner shall not be able to participate in the Program described herein and shall have no rights of participation in or use of the Program (as defined below). Advarra reserves the right to refuse to enter into any Agreement and/or Order Form signed by a Partner, in its reasonable discretion. This Agreement is effective between Partner and Advarra as of the date of the last party’s acceptance of the applicable Order Form referencing this Agreement (the “Effective Date”). The parties agree as follows:

Advarra API Partner Program. By execution of an Order Form, Partner has elected to participate in the Advarra API Partner Program (the “Program”). The Program is comprised of Advarra’s application programming interfaces (“APIs”) and the web-based platform (the “Partner Portal”) by which Partner accesses the API and is provided information related to the Program. The Program may be used by Partner to integrate its software products and technology (a “Solution Integration”) with Advarra’s software products and technology for a mutual customer of Advarra and Partner (“Customer”).

Program Fees. Program fees, as set forth in an Order Form, will be invoiced following execution of an Order Form and payment is due thirty (30) days from the date of invoice. Advarra shall have the right to suspend Partner’s participation in the program if payment is not received within sixty (60) days from the date of invoice. Unless otherwise specified, fees are nonrefundable.

Term and Termination.

Term. This Agreement commences upon the Effective Date and, unless earlier terminated as set forth below, shall continue for so long as there is an active Order Form in place for the Program.
Right to Terminate. Either party may terminate this Agreement:
1. without cause, upon no less than ninety (90) days written notice to the other party;
2. if the other party has materially breached this Agreement and such breach has not been cured (or, if the breach is not capable of being cured, discontinued with appropriate changes to ensure that it is not repeated) within thirty (30) days of written notice of breach from the other party;
3. immediately if the other party terminates or suspends its business as a result of bankruptcy, insolvency or similar event;
4. immediately upon written notice pursuant to Section 4.
Effect of Termination. On expiration or termination of this Agreement, in whole or in part, the following will occur:
1. Partner’s status as part of the Program will be immediately revoked, including Partner’s access to Partner’s sandbox and the Partner Portal, any training, API documentation, and all other materials related to the Program;
2. Advarra may notify all Customers with Solution Integrations of the termination;
3. If Partner terminates this Agreement pursuant to Section 4, then Advarra shall refund to Partner all amounts paid under the applicable Order Form; and
4. Except in the case of termination by Partner pursuant to Section 4, Partner shall pay Advarra all amounts outstanding under the applicable Order Form, including any fees incurred for any work-in-progress, as of the date of termination or expiration.
Survival. The following sections survive any termination or expiration of this Agreement: 6 (API Ownership), 13 (Warranty Disclaimer), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), and 17.2-17.12 (Additional Provisions). In addition, upon termination of this Agreement, Advarra may, in its sole discretion, extend the duration of any license grant pursuant to Section 5 upon Advarra’s notice to Partner if Advarra deems it necessary or appropriate to do so for the duration and upon the terms stated in such notice to ensure an orderly transition for the benefit of Customers and this Agreement shall be deemed extended for the length of such extension.

Feasibility Period. Upon execution of an Order Form, the first 14 days of the term will be a functional feasibility evaluation period (“Feasibility Period”). During the Feasibility Period, Partner will receive Documentation and may have one thirty (30) minute meeting with Advarra’s technical team to evaluate feasibility of the Program to support Partner’s intended integrations. During the Feasibility Period, Partner may terminate this Agreement by providing written notice to Advarra. Upon receipt of the termination notice under this Section 4, Advarra shall refund Partner all fees paid. “Documentation” means the description of the Program attached to an Order Form and supporting documents such as API specifications and authentication requirements, and frequently asked questions regarding the Program.

Access Rights.
1. Advarra hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable, personal, and non-transferrable license to access and use the Program to the extent specified in one or more Order Forms solely as necessary to (i) permit integration of a Solution Integration at Customers’ sites, (ii) demonstrate a Solution Integration to one or more Customers, and (iii) provide access to and support of each Solution Integration to one or more Customers.
2. Sandbox. If the Program tier identified in an Order Form includes access to a sandbox environment, then Advarra hereby grants Partner a limited, non-transferable, revocable, non-exclusive right to access and use the sandbox in accordance with this Agreement solely to test the Program with Partner’s systems, subject always to any access or use obligations and/or restrictions set out in the Program and Documentation made available to Partner.
  1. Third parties. The license granted to use the sandbox is solely for Partner’s benefit. Partner may not sub-lease, sub-license, sell, rent, assign, lease, or otherwise transfer or make it available to any third party in any manner not expressly authorized by this Agreement.
  2. Sandbox Use Restrictions. Partner may not, and will not permit any other person to, modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the sandbox or to reverse engineer, decompile, or disassemble the sandbox except to the extent required or permitted by law.

API Ownership.
1. Intellectual Property. “Intellectual Property” means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing: (i) patents, trade secrets, confidential information, technology, trademarks, trade names, copyrights (including derivative works, as defined by the United States Copyright Act), know-how, designs, algorithms, drawings, discoveries, programming code (including source code), software, software development tools, inventions (whether or not patentable), products, proprietary methodologies, procedures, improvements, developments, system documentation, information, materials made, conceived, developed or produced; (ii) all grants and registrations worldwide in connection with the foregoing and all other rights with respect thereto existing other than pursuant to grant or registration; (iii) all applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all amendments, continuations, divisions and continuations-in-part of such applications; (iv) and all corrections, reissues, patents of addition, extensions and renewals of any such grant, registration or right.
2. Partner acknowledges and agrees that Advarra owns the Program (including for the avoidance of doubt the APIs) and shall continue to own all rights, titles, and interests in the Intellectual Property that makes up the Program.

Use Restrictions. Partner shall not decompile, disassemble, reverse engineer, copy, modify, display, adapt, disclose, distribute, or create derivative works of the API, the Program, or any sandbox environment. Partner will notify Advarra in advance of any automation and data-mining activity, including use of artificial intelligence, related to the Program. Partner shall not use the API or the Program in a way that would result in any third party having any intellectual property claim to any portion of the API or the Program (e.g., combining the API with code that requires disclosure of source code of the combined work upon distribution of the combined work). Except as otherwise provided in an Order Form or this Agreement, Partner shall not provide any third-party access to the API or to the Program.

Solution Integration Review.
1. Partner shall submit a Solution Integration of each product offering for review to Advarra prior to enabling Partner’s Solution Integration with such offering. Partner shall submit the initial integration of each offering in accordance with Advarra’s then-current process. Advarra may, but is not required to, review each Solution Integration prior to enabling a Solution Integration at a Customer site. The review may include, but is not limited to, what the Solution Integration does, the calls it makes, and the permissions it requires. Partner shall resubmit its Solution Integration for review every time there is a substantial change to the Solution Integration (e.g., consumption of a new API, material change to the interface, material changes to the source code of such Solution Integration) that could impact the performance of such Solution Integration.
2. Partner understands and agrees that Advarra may, in its sole discretion and judgment:
  1. determine that a Solution Integration does not comply with the requirements of the Program;
  2. reject a Solution Integration for any reason, even if a Solution Integration complies with the requirements of the Program and the Documentation; and
  3. approve a Solution Integration.
3. The parties will work together in good faith and share the information necessary to resolve Customer complaints relating to the technologies offered by each party. A failure to fulfill this obligation is a material breach of this Agreement and the Order Form.

Partner Responsibilities and Acknowledgments.
1. Partner is solely responsible for each Solution Integration. This includes, but is not limited to, any costs, damages, expenses, losses (including lost business opportunities or lost profits), or any other liabilities Partner may incur in connection with developing a Solution Integration or Advarra’s rejection of a Solution Integration. Further, prior to implementing a Solution Integration in a Customer environment, and during the time a Solution Integration is in use with a Customer site, Partner must:
  1. license such Solution Integration to the applicable Customer and if requested by Advarra, provide Advarra a copy of such license signed by such Customer;
  2. properly implement such Solution Integration for the Customer;
  3. notify Advarra at least 30 days prior to any changes it desires to implement that may affect any Solution Integration, including providing such other information requested by Advarra related to such changes; and
  4. protect all secrets, including API keys or authentication identifiers, that have been assigned to or a part of such Solution Integration.
2. Partner shall comply with the Documentation, other Program requirements and all applicable laws, rules, and regulations.
3. Partner shall ensure that each Solution Integration does not contain or transmit any viruses or other harmful code of any kind, that may impact the confidentiality, integrity, or availability of: (i) the API; (ii) any Customer system or data; or (iii) any other technology, equipment, or computer systems of Advarra or Customer.
4. Partner shall implement and maintain reasonable security procedures and practices sufficient to: (i) ensure the confidentiality, integrity, and availability of all information created, received, or maintained by a Solution Integration; and (ii) protect against reasonably anticipated threats to the information created, received, or maintained by a Solution Integration.
5. Partner shall support a Solution Integration at Customer site(s) using industry standard practices. This includes, but is not limited to, communicating planned downtime, communicating the plan regarding unplanned outages, providing telephonic or other help desk support, and maintaining a documented issue escalation process.
6. Partner shall ensure that each Solution Integration (i) is stable and does not produce excessive unexpected errors or inaccurate data, and (ii) uses the API in a reasonable manner.
7. If a Solution Integration includes any content, Partner owns or licenses all such content to permit the inclusion, distribution, and use by the user of such content.
8. Partner hereby grants to Advarra, its affiliates and third party contractors, a limited, non-exclusive, royalty-free, worldwide, fully paid up license to 1) validate each Solution Integration, 2) support each Solution Integration, 3) distribute each Solution Integration, 4) correct errors, 5) promote each Solution Integration, and 6) support Customers using the Solution Integrations.

Security.
1. Each party will promptly notify the other party if it becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, data (including personal data or other sensitive data) via the APIs or Solution Integration, if it detects suspicious login/authentication behavior, or if it becomes aware of something that could impact the network performance and/or security of the APIs or Solution Integration. Notifications to Advarra under this section shall be sent to: securitycentral@advarra.com.
2. Each party has implemented a security framework consistent with ISO 27001:2022, SOC 2, or NIST standards. If a party has not achieved third party certification of a standard, then such party represents and warrants it has implemented and maintains reasonable security procedures and practices sufficient to: (i) ensure the confidentiality, integrity, and availability of all information related to the Program and the other party’s Confidential Information; and (ii) protect against reasonably anticipated threats to the information related to the Program and the other party’s Confidential Information. Upon request, each party will provide the other party with documentation or other materials reasonably necessary to verify or confirm its security measures.
3. Each party will use current industry best practices to protect its infrastructure, systems and network devices. These controls must be selected and implemented to reduce the risk of infiltration, hacking, access penetration or exposure to any unauthorized third party by (a) providing protection against intrusions (including operating system or software); (b) securing systems and network devices; (c) safeguarding its system against viruses, worms, and malware; and (d) implementing appropriate patching processes.
4. Each party will ensure that any subprocessor engaged in connection with processing the other party’s Confidential Information pursuant to this Agreement is contractually bound to security and privacy obligations at least as protective as those set forth in this Agreement. Each Party will be responsible for all acts and omissions of such subprocessors.
5. Neither party shall perform any technical security integrity test, penetration test, load test, denial-of-service simulation, vulnerability scan or other similar procedures on any of the other party’s systems or computing infrastructure without the other party’s prior written consent.

Data and Monitoring. Advarra may monitor, record, and use data and performance usage associated with a Solution Integration. Advarra may restrict or limit the amount of data returned by queries performed by a Solution Integration in order to support application performance. Advarra may, in its sole discretion, suspend, throttle, or otherwise limit each Solution Integration activity if Advarra believes in good faith that a Solution Integration poses a threat to the confidentiality, integrity, or availability of any Advarra or Customer system, infrastructure, or data.

Updates.
1. If Advarra issues an enhancement, correction or new release to the API or Program that Advarra makes generally available (an “Update”), Advarra will contact Partner via the Partner Portal. Upon receipt of such notice, Partner is responsible to ensure that a Solution Integration is updated to interoperate with the Updated version of the API and the Program within 90 days of such notice. If such interoperability is not commercially reasonable, Partner shall notify Advarra in the event that a Solution Integration does not interoperate with the updated API and/ or the Program. Partner understands and agrees that Advarra may revoke permission for a Solution Integration at a Customer site for any reason, including failure to interoperate with an updated API.
2. Partner shall keep its contact information with Advarra up to date. Advarra may use such information to contact Partner and provide Partner updated information from time to time about the API and the Program.

Warranty and Disclaimer.
1. Each party represents and warrants to the other that: (i) it has the right to enter into this Agreement and to fully perform its obligations hereunder; and (ii) it has implemented and maintains reasonable organizational, administrative, physical and technical safeguards for the protection, security, confidentiality and integrity of personal data and other sensitive data that may reside in its applications, and to protect against security incidents.
2. THE PROGRAM IS PROVIDED TO PARTNER AS-IS. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT OR TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ADVARRA DOES NOT GUARANTEE OR WARRANT THAT THE PROGRAM, INCLUDING THE APIS, WILL PERFORM ERROR-FREE OR UNINTERRUPTED.

Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR INDIRECT DAMAGES, OR FOR ANY LOSS OF BUSINESS, PROFIT, OR REVENUE, ANTICIPATED SAVINGS, GOODWILL, DATA, USE OF DATA OR REPUTATION IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IF SUCH LOSSES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL A PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT, ON THE BASIS OF ANY THEORY OF LIABILITY OR CAUSE OF ACTION, EXCEED THE TOTAL FEES ACTUALLY PAID BY PARTNER TO ADVARRA IN THE 12-MONTH PERIOD PRECEDING THE DATE THAT GAVE RISE TO SUCH LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY (A) TO THE EXTENT PROHIBITED BY APPLICABLE LAW, OR (B) TO THE INDEMNITY OBLIGATIONS SET FORTH IN SECTION 15, OR (C) TO CLAIMS ARISING FROM EITHER PARTY’S BREACH OF SECTION 16 (CONFIDENTIALITY), OR (D) TO CLAIMS ARISING AS A RESULT OF INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY.

Indemnification.
1. Indemnities. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold the other party and, its employees, officers, directors, agents, affiliates or other representatives (the “Indemnified Party”) harmless from and against any and all damage, loss, liability, claim, cost or expense (including, without limitation, reasonable attorney’s fees) incurred in connection with or as a result of any third party claim arising from or alleging: (i) that the Indemnifying Party’s products, services, promotional material and/or other materials infringe any patent, copyright, trademark, trade secret or proprietary right of any third party; or (ii) the gross negligence or intentional misconduct of the Indemnifying Party, its employees, officers, agents, affiliates or other representatives; or (iii) failure of the Indemnifying Party’s products, services, employees, agents or representatives to comply with laws, rules or regulations for which the Indemnifying Party was responsible for compliance; or (iv) the misuse (including without limitation for the purposes of identity theft or other criminal acts) or unauthorized access to personally identifiable information or customer proprietary information by an employee, officer, agent, affiliate or other representative of the Indemnifying Party, or (v) solely with respect to Partner, Partner’s use of the Program and Solution Integration, including any use or nonuse of any Solution Integration by a Customer. The foregoing obligations will not apply to the extent the infringement arises as a result of any use of the Indemnifying Party’s products in combination with other products, equipment, devices, software, systems or data not supplied by the Indemnifying Party (other than technology required to access and use the Indemnifying Party’s products, e.g., a computer, an operating system, the internet) to the extent such claim is directed solely against such combination.
2. Options. In the event any infringement claim, action or allegation is brought or threatened, the Indemnifying Party shall at its sole expense (1) procure for the Indemnified Party the right to continue use of the infringing item or part thereof, or (2) modify or amend the infringing item or part thereof, or replace the infringing item or part thereof with other products having substantially the same or better capabilities. In the event of an infringement action directed at the combination of the products or services of the parties, the parties shall work in good faith and cooperatively, each at its own expense, to cure the infringement and defend against the claim, and if cure is not commercially practicable, either party may disable the infringing combination and terminate the Agreement without further liability to the other party.
3. Procedures. The Indemnifying Party will have the exclusive right to defend any indemnified claim (including the right to select and control the work of counsel) and make settlements thereof at its own discretion. The Indemnified Party may not settle or compromise any indemnified claim, action or allegation, except with prior written consent of the Indemnifying Party. The Indemnifying Party may not, without the Indemnified Party’s prior written approval, enter into any settlement of an indemnified claim that imposes a direct financial liability on the Indemnified Party or includes an admission of fault by the Indemnified Party. The Indemnified Party shall give such non-monetary assistance and information as the Indemnifying Party may reasonably request to settle or defend indemnified claims

Confidentiality.
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, including, without limitation, the features and functions of either party’s commercial software products that are not ascertainable by the general public without login credentials, future product plans or roadmaps, product documentation or specifications, financial results or plans, technology or Intellectual Property underlying a party’s products or services, pricing, commercial arrangements with customers (including customer-specific pricing and products/services purchased), the terms of this Agreement (including pricing), other customer specific information, personally identifiable information, and employee data.
2. Confidentiality Obligations. Each party agrees: (i) that it will use (and will ensure that its employees, officers, directors, agents, affiliates or other representatives use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other party’s Confidential Information to any person or entity, unless authorized by the other party; and (ii) that it will not use Confidential Information of the other party for any purpose other than as authorized by this Agreement or by the other party in writing. Both parties may share Confidential Information with employees, consultants and agents of the recipient who need to know such information in connection with the recipient’s performance of its obligations under this Agreement and are in turn bound by a written confidentiality agreement or duty of confidentiality, at least as protective of the disclosing party’s confidential information as the terms of this Agreement, to maintain the confidentiality obligations hereunder. Each party is responsible for any breach of this section by its employees, consultants or agents. All Confidential Information shall remain the sole property of the disclosing party and the recipient shall have no rights to or in the Confidential Information other than as set forth in this Agreement.
3. Exclusions. “Confidential Information” does not include: (i) information that is already known by the receiving party at the time of the disclosure except where such information is protected under separate, written obligations of confidentiality, including the terms of a stand-alone, non-disclosure agreement, between the parties hereto; (ii) information that is publicly known at the time of the disclosure or becomes publicly known through no wrongful act of the receiving party; (iii) information that is subsequently disclosed on a non-confidential basis by a third party not having a confidential relationship with the disclosing party and which third party rightfully acquired such information; (iv) information that is independently developed by the receiving party without the use of or reference to any Confidential Information; or (v) the mere existence of this Agreement.
4. Required Disclosure. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent legally permissible, each party shall, in advance of any such disclosure promptly notify the other party in order to enable the other party reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement.
5. Return of Confidential Information. Each party shall, upon written demand by the other party, destroy all Confidential Information of the other party together with any copies or reproductions thereof, and all Confidential Information of the disclosing party backed up on magnetic and electronic media does not need to be destroyed immediately but will not be accessed by the receiving party and will be deleted pursuant to the corporate policies of the receiving party for the destruction of magnetic and electronic media. At the disclosing party’s option, the recipient will provide written certification from an executive officer of the recipient confirming the recipient’s compliance with this clause, method of such data destruction, and the date completed.
6. Competitive Development. Neither party, nor any employee of any party, shall be restricted in any way by this Agreement from developing, acquiring or marketing products or services that are the same or substantially similar to the products or services offered by the other party; provided that the other party’s Confidential Information was not used to develop such similar products or services.

Additional Provisions.
1. Support Services. Advarra shall provide support services (“Support Services”) to Partner in connection with Partner’s participation in the Program. Support Services will be available Monday through Friday, 9:00AM to 5:00PM Eastern Standard Time (excluding federal holidays and Advarra holidays). Partner may receive up to 10 hours of support annually, including correspondence surrounding the issue and investigation. Additional support may be available for a fee and will be documented in an ordering document.
2. Trademarks, Trade Names, and Logos. Each party acknowledges and agrees that (i) Partner owns all right, title and interest in and to the trademarks, trade names, service marks, trade dress, logos and other indicia of source (“Marks”) of Partner, and all Intellectual Property rights therein and (ii) Advarra owns all right, title and interest in and to the Advarra Marks, and all Intellectual Property rights therein. Any benefit and goodwill accruing from the usage of such names and logos shall belong to the owner. Except as set out in this Agreement or otherwise expressly agreed between the parties in writing, the parties will have no rights to use the name and logo of the other party and neither party grants title, right or interest in any Marks to the other party under this Agreement. Each party may use the other party’s Marks in web and press materials to indicate that Partner’s systems have the capability to integrate to Advarra API; provided always that Partner’s use of Advarra Marks is limited to use of the “Advarra API Partner” badge only and each use case is subject always to Advarra’s prior written approval. Either party shall immediately change or discontinue any use of the other party’s Marks as requested by the other party. Upon termination or expiration of this Agreement, each party shall discontinue all use of the other party’s Marks.
3. No Joint Venture or Partnership. Nothing contained in this Agreement may be construed to create a joint venture, partnership, or similar relationship between the parties, and their relationship is and will remain that of independent parties. Except as otherwise explicitly provided in this Agreement, in no event will either party be liable for the debts or obligations of the other party.
4. Notices. Except as otherwise described in this Agreement, to be effective, any notice, required or permitted to be given in connection with this Agreement must be in writing and personally delivered or sent by messenger, overnight courier, email, or certified mail and addressed to the address specified in the most recent Order Form or invoice, to the attention of the person(s) listed therein. All notices are deemed delivered and received by the receiving party (i) if personally delivered or delivered by messenger on the date of delivery or on the date delivery was refused, (ii) if delivered by overnight courier or certified mail, on the date of delivery as established by the return receipt, courier service confirmation, or similar documentation (or the date on which the courier or postal service, as applicable, confirms that acceptance of delivery was refused or undeliverable), or (iii) if emailed, the date on which the email is confirmed through an acknowledgment of receipt by either the intended recipient or other third-party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email).
5. Feedback. Partner may provide improvements, modifications, suggestions, enhancements, ideas comments, or other feedback (collectively, “Feedback”) to Advarra with respect to its offerings and services, including the API and the Program. Feedback is voluntary and Advarra is not required to hold it in confidence. Advarra may use Feedback for any purpose, without obligation of any kind. Partner hereby grants Advarra an irrevocable, non-exclusive, perpetual, fully paid up, transferable, sublicensable, royalty-free license and right to use, display, copy, distribute, modify, make derivative works of, sell, and import the Feedback in connection with Advarra’s business, including enhancement of the API and Advarra’s other offerings.
6. Independent Development. This Agreement is nonexclusive. Nothing in this Agreement limits Advarra’s right to create, design, enhance, develop, produce, sell, license, promote, market, or distribute any technologies that perform the same or similar functions as, or otherwise competes with, a Solution Integration, or any other products or technologies that Partner may create, design, enhance, develop, produce, sell, license, promote, market, or distribute.
7. Severability. If any provision, or portion thereof, of this Agreement is or becomes invalid or unenforceable under any applicable statue or rule of law, it shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability while maintaining the original intent of the parties to the extent valid and enforceable, and the other provisions of this Agreement shall remain in full force and effect.
8. Audit. Advarra may, at its expense and upon reasonable notice, conduct an audit of Partner to verify compliance with this Agreement. This right to audit includes the right to audit any subcontractors used in connection with this Agreement.
9. Non-Compete; Non-Solicit.
  1. Partner shall not use any information, Documentation, the API for the purpose of creating a competing product or service.
  2. Partner shall not create or implement a competing product or service, during the term of this Agreement or for one (1) year following the termination or expiration of this Agreement.
  3. During the term of this Agreement and for a period of one year following its expiration or termination, each party agrees it will not directly or indirectly solicit, employ, or otherwise engage any employee of the other party or its contractors. Notwithstanding the foregoing, neither party will be in breach of this section due to hirings that are made solely as a result of general employment solicitation, such as employment ads placed in newspapers of general circulation or internet job sites.
10. Modifications. Except as otherwise limited in an Order Form, Advarra may add, remove, or modify the Program, this Agreement, or the Documentation by notifying Partner, which notice may be provided through the Partner Portal. Partner’s continued use of the API following Partner’s receipt of such notice serves as consent to any such modifications.
11. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
12. Entire Agreement. This Agreement and any Order Forms set forth the entire understanding and agreement between Partner and Advarra and supersedes all prior or contemporaneous agreements, proposals or communications, oral or written, between the parties relating to the subject matter of the Agreement. No modification of this Agreement shall be binding unless it is in writing and is signed by authorized representatives of both parties.