License Grant. Subject to these Terms, Marsello hereby grants Partner a limited, non-exclusive, revocable, non-sublicensable, non-transferable license, to access and use the Marsello APIs to enable the Integration for the benefit of Integrated Customers. Except as expressly granted herein, Marsello does not grant any intellectual property rights or other proprietary rights in the Marsello APIs.

Permitted Uses. Partner may use the Marsello APIs only to create Integrations which extend the functionality of the Marsello Products. Any Integrated Customer using the Partner Products to access the Marsello Products must expressly consent to such access through the appropriate interface within the Marsello Products.

Prohibited Uses. Partner may not, without Marsello’s prior written approval, use the Marsello APIs or any data obtained by Partner using the Marsello APIs: (a) to create or assist in creating a competing loyalty, rewards, or marketing platform; (b) in any manner that violates applicable laws, regulations, or third-party rights (including data privacy laws like GDPR or CCPA); (c) to extract or replicate customer, partner, or transactional data beyond the scope necessary for the agreed integration; (d) to bypass licensing, usage limits, or billing mechanisms established in the relevant terms of use; (e) to transmit malware, disrupt services, reverse engineer, decompile, or probe for vulnerabilities in the API or Marsello platform; (f) in applications involving life support, emergency services, or critical infrastructure, where malfunction could result in harm; (g) to present misleading data, impersonate the Marsello platform, or misrepresent affiliation or endorsement; (h) to send unsolicited communications, marketing messages, or to manipulate end-user experiences in a deceptive or disruptive way; (i) to store or replicate large volumes of API data locally in a way that exceeds normal usage or undermines platform value; or (j) to use the API in ways that misuse or alter trademarks, branding, or UI/UX standards provided by the Marsello platform.

Support; Modifications. Marsello will make available forums and other support resources to assist Partner in its use of the Marsello APIs. Marsello may change, suspend, or discontinue any aspect of the Marsello APIs or support thereof at any time. Marsello may also impose limits on certain features and services or restrict Partner’s access to parts or all of the Marsello APIs or the Marsello website without notice or liability. Any modifications required to the Partner Products or the Integration shall be at Partner’s own cost.

Fees. Access to the Marsello APIs is determined based on the Marsello plan type. Marsello reserves the right to change fees in the future by providing at least 60 days’ advance notice to Partner.

Data Retention. Partner may not retain any data retrieved from the Marsello APIs longer than 60 days, unless otherwise expressly permitted by the Integrated Customer. All such data and copies thereof must be deleted when no longer required for the functioning of the Integration.

Updating Marsello. Partner agrees to (a) notify Marsello upon completion of the Integration and of its first use by an Integrated Customer; (b) promptly notify Marsello of any security incidents, disruptions in delivery or other problems associated with the Partner Products or the Integration; and (c) maintain up-to-date documentation on the Integration.

Audit. Marsello shall have the right to audit the Integration and Partner’s use of the Marsello APIs to ensure proper function of the Integration. Partner agrees to use best efforts to cooperate with any such audit.

Security Standards. Partner’s networks, operating systems, web servers, routers and computer systems must be properly configured to industry standards so as to securely operate the Partner Products and the Integration and prevent any intrusion or unauthorized disclosure or loss of data. In the event of any breach of security involving the Marsello APIs or Personal Data, Partner must notify Marsello immediately and work diligently to remedy such security breach as soon as practicable.

Integrated Customer Relationship. Partner must include in its sales or user terms of use provisions language exempting Marsello and its affiliates from (a) all liability for any fault in or damages caused by the Partner Products or the Integration; and (b) any responsibility to provide support services in connection with the Partner Products or the Integration. Partner’s terms of use with Integrated Customer must contain means for Partner to update the Partner Products and the Integration to the most current version of the Marsello APIs after any version has been deprecated.

Publicity. Partner may not issue any public announcement regarding the Integration or Partner’s use of the Marsello APIs which suggests, either directly or indirectly, a partnership with Marsello or endorsement by Marsello, without first obtaining Marsello’s prior written consent, which may be withheld in Marsello’s sole discretion.

Building Integration. The Parties will work together in good faith to plan, build, launch, maintain and optimize the Integration in accordance with agreed-upon specifications, with the quality being acceptable to Marsello as determined in its sole discretion. The Parties will use commercially reasonable efforts to convert their joint customers into Integrated Customers.

Terms of use. Partner will ensure that each Integrated Customer enters into a separate terms of use with Partner with respect to the Partner Products. Such terms of use shall clearly explain to the Integrated Customer that they are signing up for a third party product, not a Marsello product, and that any problem, dispute or damages that arise related to Integrated Customer’s use of the Partner Products must be addressed by Partner and will be handled directly between the Integrated Customer and Partner.

Availability of Partner Products. Partner shall ensure that for each Partner Product included in the Integration, availability and continuity of the Integration is maintained during the term of these Terms, and thereafter in accordance with these Terms.

Support of Partner Products. Partner shall provide professional support services to Integrated Customers with respect to that portion of the Integration comprised of the Partner Products according to the highest industry standard for as long as such Integration is available to Integrated Customers.

Further Integrations. The Integration is limited to the interoperation of the Marsello Products with the Partner Products. Any additional tools, integrations or products developed by Partner, other than those identified as Partner Products, can only be integrated to the Marsello Products or any other products and services developed and commercialized by Marsello to the extent that (a) a request has been officially submitted for approval by Marsello; and (b) the new product has been assessed and approved in writing for implementation and activation.

Integrated Customer Data. The Integration may enable Integrated Customers to send to Marsello their Integrated Customer Data. Marsello may also provide Partner with access to certain Marsello Data to provide to Integrated Customers through the Integration, subject to these Terms and Marsello’s privacy policy. Unless expressly permitted herein, all Marsello Data is subject to this clause 4, notwithstanding anything to the contrary in Partner’s own terms of use with Integrated Customers or third parties.

Use of Data.

1. Partner will use Marsello Data solely as a service provider for the applicable Integrated Customer and solely to provide the Partner Products and the Integration. Partner will use the Marsello Data in accordance with the Integrated Customer’s instructions and in compliance with these Terms, applicable law, and Marsello’s then current privacy policy. As between Marsello and Partner, Partner will be responsible for Marsello Data upon being provided access to such data. Partner acknowledges that it has no independent ownership or rights in the Marsello Data and may not access, retrieve, obtain, retain, create derivatives of or otherwise process any Marsello Data except for the purposes expressly permitted herein.

2. Marsello will use the Integrated Customer Data provided by Partner to provide services to Integrated Customers and consumer customers of the Marsello Products. Marsello will use such Integrated Customer Data in accordance with the Integrated Customer’s instructions and in compliance with these Terms, applicable laws and its terms of use with the Integrated Customer. As between Marsello and Partner, Marsello will be responsible for Integrated Customer Data upon being provided access to such data by Partner. Marsello acknowledges that it may not access, retrieve, obtain or otherwise process the Integrated Customer Data from Partner except for the purposes expressly permitted herein.

Restrictions on Use of Marsello Data. Partner may not transfer or provide access, directly or indirectly, to Marsello Data to third parties (except for Integrated Customers) as part of the Integration or any subcontractors in furtherance of providing the Partner Products, or use the Marsello Data or any derivatives thereof for or on behalf of itself or third parties, including disclosing, selling or transmitting the Marsello Data, or analyzing, aggregating or bundling the Marsello Data for Partner’s use or for use with any other Integrated Customer or third party.

Deletion of Marsello Data. Partner will delete all Marsello Data and any derivatives thereof in its possession or under its control at Marsello’s request or in accordance with applicable law, including pursuant to any requests by a data subject (or similar concept under applicable law) of the applicable data set. Partner will promptly certify to Marsello that it and its subcontractors have complied with this requirement.

Use of Integrated Customer Data. Each Party shall use Integrated Customer Data in accordance with its applicable terms of use(s) with each Integrated Customer.

Use of Personal Data. The Partner Products and Integration must not make any Personal Data accessible to Partner or any other person except for the Integrated Customer, unless Partner clearly discloses in its Partner Product, through a privacy policy or otherwise, how data is collected, used, stored, processed and/or transmitted to third parties. In any event, Partner must not request access to more Personal Data than is needed for effective operation of the Integration and must not retain Personal Data for longer than is necessary. The Partner Products and the Integration must comply with privacy rules relating to Personal Data and assist Integrated Customers in this regard. Partner’s privacy policy must adopt standards that are consistent with Marsello privacy policy regarding storage and use of Personal Data, and Partner must comply with its privacy policy and all privacy and applicable data protection laws at all times.

Security of Data. Each Party will provide appropriate physical, technical and organizational security measures designed to protect all Marsello Data and Personal Data from unauthorized access, destruction, use, modification or disclosure in accordance with applicable law and these Terms. In the event of any breach of security involving the Marsello APIs, Marsello Data or Personal Data, Partner must notify Marsello immediately and work diligently to remedy such security breach as soon as practicable.

Termination for cause. Marsello may terminate these Terms at any time if (a) Partner breaches any of the provisions of these Terms and fails to cure such breach within 30 days of its receipt of notice thereof from Marsello; or (b) Partner fails to pay its debts or perform its obligations in the ordinary course of business as they mature or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership or assignment or composition for the benefit of creditors.

Termination for convenience. Either Party may terminate these Terms without cause by providing the other Party at least 90 days’ prior written notice of the termination date.

Termination of APIs. Marsello may terminate, suspend or discontinue Partner’s use of and/or access to the Marsello APIs at any time, or any portion or feature thereof, for any or no reason without liability to Partner.

Consequences of terminating APIs. Upon termination, suspension or notice of discontinuance, and except as otherwise provided herein, Partner shall immediately stop and thereafter desist from using the Marsello APIs, Marsello’s Marks and delete all related data within Partner’s possession or control (including, without limitation, that within Partner’s servers). Marsello may independently communicate with any Integrated Customer whose account is associated with the Integration to provide notice of termination.

Termination of the Integration. Either Party may terminate the Integration upon 90 days’ prior written notice to the other Party.

Consequences of terminating the Integration: Upon either Party’s request, the Parties will reasonably cooperate and provide reasonable assistance in connection with the transition from the Integration, including coordinating communications to Integrated Customers regarding the termination of the Parties’ relationship. Upon any termination or expiration of the Integration, (a) neither Party will have access to the other Party’s APIs (as applicable) or the Integration for any new customers not already using the Integration as of the effective date of termination or expiration; and (b) each Integrated Customer then utilizing the Integration shall continue to have uninterrupted access thereto for so long as they wish to use the Integration; provided, however, that Marsello may elect to deactivate the Integration at any time. Notwithstanding the foregoing, Marsello reserves the right to suspend or terminate access to the Marsello APIs in accordance with these Terms.

Ownership. All right, title and interest in and to the Marsello Products, Marsello’s Marks, Marsello Data, the Marsello APIs and all other Marsello products and services, including all intellectual property rights therein, is exclusively owned by and will remain exclusively owned by Marsello and/or its licensors. All right, title and interest in and to the Partner Products, Partner’s Marks and all other Partner products and services, including all intellectual property rights therein, is exclusively owned by and will remain exclusively owned by Partner and/or its licensors.

Trademark licence. Each Party hereby grants to the other Party a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and licence during the term of these Terms, to use its Marks, solely in connection with the promotion, marketing and distribution of the granting Party’s Products or the Integration, in accordance with these Terms and the granting Party’s written policies in effect from time to time.

Ownership of Marks. Each Party agrees and acknowledges that: (a) the Marks, whether or not registered, are the sole property of the granting Party or its licensors; (b) each Party’s reproduction of the other Party’s Marks inures to the benefit of the granting Party; (c) neither Party acquires any legal rights in the other Party’s Marks; and (d) neither Party will use or display any of the other Party’s Marks without the prior written consent of the other Party.

Restrictions on use of Marks. Partner shall not:

1. purchase search engine keywords or other pay-per-click “adwords” or otherwise engage in marketing campaigns using the word Marsello (or any variation thereof) or any other marks Marsello may secure from time-to-time;

2. do anything, or fail to do anything, which act or omission may damage the goodwill of the Marsello Marks;

3. do anything, or fail to do anything, which act or omission is likely to diminish the rights of Marsello in the Marsello Marks or to impair any registration of the Marsello Marks or to devalue the Marsello Marks in any way;

4. do anything, or fail to do anything, which act or omission is likely to be detrimental or prejudicial to the Marsello Marks, Marsello, or any of its affiliates;

5. apply for or obtain registration of any trademark which comprises any of the Marsello Marks (either alone or in combination with any word, name, symbol or device) or any distinctive elements of them or any confusingly similar word or words or device for any products or services in any country;

6. use any other trademark which consists of, or comprises, any confusingly similar word or words or device to the Marsello Marks; or

7. apply for or obtain registration of any domain name which consists of, or comprises, any of the Marsello Marks (either alone or in combination with any word or name), or any distinctive elements of them or any confusingly similar word or words or device.

Right to Inspect. Within five days following Partner’s receipt of a written request from Marsello, Partner shall provide to Marsello such samples as may reasonably be required for inspection of advertising documents, promotional literature or any other content displaying Marsello’s Marks.

Breach. If Marsello reasonably determines Partner to be in breach of clause 6.4, Marsello shall notify Partner in writing of the breach. Partner shall have five days from receipt of such notice to cure its breach. If Partner fails to timely cure any such breach, Marsello shall have the right to terminate the license granted to Partner to use Marsello’s Marks.

Notification of complaints or enquiries. Partner shall as soon as reasonably possible notify Marsello of any complaints or enquiries raised by any Integrated Customer or any other third party that might cause damage to the reputation of the goodwill, or tarnish the reputation of any of Marsello’s Marks. Partner shall as soon as reasonably possible implement any cure plan suggested by Marsello in response to such a notification, and Partner shall regularly (at least once per week) update Marsello on the roll out and the results of the relevant cure plan.

No jointly-developed IP. The Parties acknowledge that they do not anticipate to jointly develop any intellectual property under these Terms and, to the extent they do, the Parties will handle the ownership and licensing of such intellectual property in good faith as mutually agreed upon.

The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose except to carry out the intent of these Terms, or reproduce or disclose, in whole or in part, the Confidential Information of the Disclosing Party to any third party, except to officers, directors and employees of the Receiving Party who have a reasonable need to know the Confidential Information and who will have undertaken to treat the Confidential Information in accordance with this clause 7. The Receiving Party agrees that it will safeguard the Confidential Information of the Disclosing Party from disclosure in accordance with these Terms, using no less than a commercially reasonable standard of care. The confidentiality obligations set forth in this clause 6 survive the expiration or termination of these Terms.

Except as expressly set forth in these Terms, Marsello does not make any representations or warranties, and expressly disclaims any and all conditions, representations and warranties, express or implied, statutory or otherwise, with respect to the Marsello Product, the Marsello APIs, the Integration, these Terms, or performance under these Terms, including, without limitation, any condition, representation or warranty of durability, compatibility, merchantability, fitness for a particular purpose or noninfringement of the patent rights or other intellectual property rights of any other person. Partner’s use of the Marsello APIs are at its sole discretion and risk, and Partner will be solely responsible for any damages that result from its use, including, without limitation, loss of data or damage to computer systems.

In no event will Marsello be liable to Partner for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) arising out of the performance of the Marsello’s obligations under these Terms. To the fullest extent allowed by applicable law, Marsello’s liability for direct damages will be limited to NZD1. The provisions of this clause 9 apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or extra-contractual liability or otherwise.

Partner agrees to indemnify, defend and hold harmless Marsello, its affiliates, and its and their respective employees, members, directors, managers and officers from and against any Costs suffered or incurred as a result of: (a) any failure by Partner, its affiliates, or their respective employees or agents to comply with the terms of these Terms; (b) any warranty or representation made that is false or misleading; (c) any representation or warranty made by Partner, its affiliates, or their respective employees or agents to any third person other than as specifically authorized by these Terms; (d) negligence of Partner, its affiliates, or their respective employees or agents; (e) any alleged or actual violations by Partner, its affiliates, or their respective employees or agents of any governmental laws, regulations or rules; (f) any loss, theft or misuse of personally identifiable information that Partner obtains in connection with these Terms; (g) any claim from a third party that the Partner Products infringe or misappropriate any registered third party intellectual property right, including trademarks, patents and copyrights, provided that Partner is notified promptly in writing and given authority, information and assistance for the defence or settlement of any related proceeding; and (h) claim, action or proceeding arising out of Partner’s or any of Partner’s agents’ or representatives’ use of the Marsello APIs, commercialization of the Integration, and the Partner Products. In no event will Partner settle any such claim without the prior written consent of Marsello.

Relationship of the Parties. The relationship created by these Terms is one of independent contractors, and nothing in these Terms constitutes the Parties as joint venturers, partners, employees, or agents of each other. Neither Party has authority, by contract or otherwise, to create any obligations for the other. Under no circumstances will either Party represent to the contrary, either expressly, implicitly, by appearance or otherwise.

Notices. All notices under these Terms will be in writing and will be effective and deemed given to the other Party if sent by email, one day after the date of sending (unless the sender receives an automated message that the email has not been delivered). All notices by a Party to the other Party must be directed to the other Party’s email address as specified to each other (provided that a Party may change its notice address by notifying the other Party in writing of such change), and in the case of Marsello must also be copied to: partnerships@marsello.com.

Governing Law. These terms of use shall be interpreted, construed and in all respects governed under the laws of New Zealand. Any action, suit or proceeding related to any dispute, claim or controversy or otherwise related to the rights and obligations of the Parties under these Terms shall be brought in the courts located in New Zealand. The Parties submit to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, either Party may institute proceedings before the courts of any jurisdiction which it may reasonably deem necessary for the protection of that Party’s confidentiality and Intellectual Property Rights set forth in these Terms.

Assignment. Partner may not transfer or assign its rights or obligations under these Terms, in whole or in part, whether voluntarily or by operation of law, without Marsello’s prior written consent, and provided that such entity agrees in writing to be bound by these Terms. In no event shall Partner be permitted to transfer or assign these Terms (through change of control or otherwise) to a direct competitor of Marsello, as determined by Marsello in its sole discretion. Any other attempt to assign or transfer these Terms shall be void. Subject to the foregoing, the rights and obligations shall be binding upon and inure to the benefit of the Parties’ successors and assigns.

Amendments. Marsello may modify these Terms at any time in its sole discretion by posting a change notice on its website, emailing Partner or otherwise notifying Partner. If any modification is not acceptable to Partner, Partner’s only recourse is to terminate these Terms. Partner’s continued use of the Marsello APIs and/or the Integration, continued possession of a copy of non-public Marsello API documentation and specifications, or continued development of the Integration following notice of modification will be deemed binding acceptance of the change.

Waiver. No term or provision of these Terms shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other Party, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

Compliance with Laws. Each of the Parties agrees to comply with all applicable laws, rules and regulations in performing its duties hereunder, including, without limitation, any anti-spam, privacy and cybersecurity laws and regulations.

Survival. Termination of these Terms will not affect rights or liabilities accrued prior to termination or expiry, or any terms intended expressly or by implication to survive termination or expiry, including Partner’s obligations under clause 5 and 7.

As used within these Terms, the following defined terms will have the corresponding meanings attributed to them.

1. "Confidential Information" means any information disclosed, made available or otherwise provided on behalf of the Disclosing Party to the Receiving Party under or in connection with these Terms. Confidential Information does not include information that is (a) publicly available at the time of disclosure by the Disclosing Party or becomes available other than by acts of the Receiving Party; (b) received by the Receiving Party from a third party where the third party is not in breach of a duty not to disclose such information; or (c) independently developed by one Party without reference to the information of the other Party. For the avoidance of doubt, Marsello Confidential Information includes, but is not limited to, the identity of its customers, the Marsello API and related documentation, and Marsello Data.

2. "Costs" means any loss, liability, damage, penalty, or expense, including attorneys’ fees and costs of defence.

3. "Disclosing Party" means a Party whose Confidential Information is shared with the Receiving Party.

4. "Integrated Customer" means a mutual customer of Marsello and Partner that has enabled the Integration.

5. "Integrated Customer Data" means any data or content from an Integrated Customer’s use of the Partner Products made available to Marsello through the Integration, but excluding any Marsello Data.

6. "Integration" means the integration between the Marsello Product(s) and Partner Product(s), if applicable.

7. "Marsello APIs" means Marsello’s application programming interfaces.

8. "Marsello Data" means any data or content collected through the Marsello Products and made available by Marsello to Partner through the Integration or otherwise.

9. "Marsello Products" means the products and services developed and commercialized by Marsello.

10. "Marks" means a Party’s names, logos, trademarks and service marks.

11. "Partner Product" means the products and services developed and commercialized by Partner.

12. "Party" means each of Partner and Marsello.

13. "Personal Data" means data relating to an individual Integrated Customer, their employee or their customer, or that might be used to identify an individual user or Integrated Customer’s customer, including, without limitation, usernames, email addresses, addresses, and any information or data from the user’s profile, including, without limitation, their avatar, profile picture, website, social media URLs, followers and/or any comments posted by that user.

14. "Receiving Party" means a Party who receives Confidential Information of the Disclosing Party.