Terms & Conditions

1. Introduction

This Terms and Conditions of Use Agreement ("Agreement") is entered into by and between Sia Platform and the Marketplace Partner ("Partner"), effective as of [Effective Date]. This Agreement governs the Partner's access to and use of the Sia platform via the MPS.

2. Definitions

• SaaS Platform: The proprietary software-as-a-service platform provided by the Company.

• Partner: The entity authorized to offer, market, or resell the SaaS Platform to end customers via the marketplace.

• End Users: Customers who access the SaaS Platform through the Partner.

3. Acceptance of Terms

By accessing or using the SaaS Platform, the Partner agrees to comply with and be bound by this Agreement.

4. Purpose and Scope

The Partner is authorized to market, promote, and resell the SaaS Platform to End Users via the marketplace, subject to the terms herein.

5. Licensing and Use

The Company grants the Partner a non-exclusive, non-transferable license to use, market, and resell the SaaS Platform solely for the purposes described in this Agreement. The Partner shall not reverse engineer, decompile, or otherwise misuse the SaaS Platform.

6. Partner Obligations

• Provide accurate information to the Company and End Users.

• Market and support the SaaS Platform in accordance with Company guidelines.

• Comply with all applicable laws and marketplace policies.

7. Data Ownership and Security

All data entered by End Users remains the property of the End User. The Partner and Company agree to comply with applicable data privacy laws and the Company’s privacy policy regarding storage, processing, and security of data.

8. Fees and Payment

The Partner will receive a percentage of revenue generated from sales of the SaaS Platform as specified in a separate order form or exhibit. Payment terms and schedules will be detailed in the relevant order form or annex.

9. Customer Support

The Company will provide technical support for the SaaS Platform as outlined in the support policy. The Partner will provide first-line support to End Users and escalate unresolved issues to the Company as necessary.

10. Intellectual Property

All intellectual property rights in the SaaS Platform remain with the Company. The Partner is granted rights only as expressly stated in this Agreement.

11. Confidentiality

Both parties agree to keep confidential any proprietary information obtained during the term of this Agreement and not to disclose such information to third parties except as required by law.

12. Term and Termination

This Agreement commences on the Effective Date and continues for [X] years, unless terminated earlier by either party with [X] days’ written notice. Either party may terminate immediately for material breach.

13. Limitation of Liability

The Company’s liability to the Partner for any claim arising out of this Agreement is limited to the amount paid by the Partner in the preceding 12 months. The Company is not liable for indirect, incidental, or consequential damages.

14. Indemnification

Each party agrees to indemnify and hold harmless the other from any third-party claims arising from their respective acts or omissions in connection with this Agreement.

15. Non-Solicitation

During the term of this Agreement and for one year after termination, neither party will solicit or hire the other party’s employees without prior written consent.

16. Governing Law

This Agreement is governed by the laws of [Jurisdiction].

17. Amendments

The Company may update these Terms and Conditions at any time, with notice to the Partner. Continued use of the SaaS Platform constitutes acceptance of the updated terms1.

18. Miscellaneous

• Assignment: Neither party may assign this Agreement without the other’s written consent.

• Severability: If any provision is found invalid, the remainder of the Agreement remains in effect.

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter.

19. Contact Information

For questions or notices, contact: [e-mail]