Partner Services Terms & Conditions

1 Definitions

Capitalized terms used in this T&C have the meanings given in the Partner Agreement. In addition:

"Merble" means Property Intelligence Technologies, Inc., a Delaware corporation operating under the trade name Merble.

"Partner" means the party that has entered into a Partner Agreement with Merble and is authorized to resell, refer, integrate, or otherwise commercialize the Partner Services.

"Partner Services" means the hosted software-as-a-service offerings described in the Partner Services Documentation available at merble.ai/legal/partner-services-documentation.

"Customer" means the end customer that has entered into a sub-license or subscription contract for the Partner Services.

"Customer Data" means any data, content, or information submitted to, processed by, or generated by the Partner Services on behalf of a Customer.

2 Access and Use

1. Subject to the Partner Agreement and these T&C, Merble grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Partner Services solely for the purposes authorized in the Partner Agreement.
2. Partner will comply, and will ensure that each Customer complies, with all documentation, usage guidelines, and acceptable-use policies published by Merble from time to time.
3. Partner will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to derive the source code of the Partner Services; (b) resell, sublicense, or transfer access to the Partner Services except as expressly permitted; (c) use the Partner Services to build a competing product; (d) remove or alter any proprietary notices; or (e) use the Partner Services in violation of applicable law.
4. Merble may suspend access in the event of a material breach, security incident, or use of the Partner Services in a manner that poses a risk to Merble, Customers, or third parties. Merble will provide notice where reasonably practicable.

3 Customer Data and Privacy

1. As between the parties, Customer (and not Partner or Merble) owns all Customer Data. Merble processes Customer Data solely as a processor on behalf of the Customer, and solely to provide and improve the Partner Services consistent with the governing agreements.
2. Merble maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in the Partner Services Documentation.
3. Where required by applicable Data Protection Laws and Regulations, Merble and the Customer (or Partner on behalf of the Customer) will execute a Data Processing Addendum prior to processing of personal data.
4. In the event of a confirmed security incident affecting Customer Data, Merble will notify affected parties without undue delay and will cooperate in good faith to investigate and remediate the incident.

4 Intellectual Property

1. Merble and its licensors retain all right, title, and interest in and to the Partner Services, including all related Intellectual Property Rights, subject only to the limited rights expressly granted in the Partner Agreement.
2. Partner retains all right, title, and interest in its own trademarks, brand elements, and materials. Each party grants the other a limited, revocable, non-exclusive license to use its marks solely for the purposes described in the Partner Agreement and subject to any brand guidelines provided.
3. Partner may provide feedback, suggestions, or recommendations regarding the Partner Services. Merble may use such feedback for any purpose without obligation or attribution, provided that such use does not disclose Partner's confidential information.
4. Nothing in these T&C transfers ownership of Customer Data, nor grants Merble any rights to Customer Data beyond those necessary to provide the Partner Services.

5 Confidentiality

1. Each party may disclose confidential information to the other in connection with the Partner Agreement. The receiving party will use the same degree of care to protect such information as it uses for its own confidential information of a similar nature, and in no event less than a reasonable degree of care.
2. Confidential information does not include information that (a) is or becomes publicly available without breach of these T&C; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is rightfully received from a third party without a duty of confidentiality.
3. A receiving party may disclose confidential information as required by law or valid legal process, provided that it gives the disclosing party reasonable prior notice where legally permitted.

6 Fees, Taxes, and Payment

1. Fees, margins, and payment terms are set forth in the Partner Agreement or applicable Statement of Work. Unless otherwise specified, all fees are in U.S. dollars and are non-refundable.
2. Partner is responsible for all taxes associated with its activities under the Partner Agreement, other than taxes based on Merble's net income.
3. Undisputed invoices not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7 Warranties and Disclaimers

1. Each party represents and warrants that it has the full right, power, and authority to enter into and perform under the Partner Agreement and these T&C.
2. Merble warrants that the Partner Services will materially conform to the Partner Services Documentation. Partner's exclusive remedy, and Merble's sole liability, for breach of this warranty is for Merble to use commercially reasonable efforts to correct the non-conformity or, failing that, to terminate the affected portion of the Partner Services and refund any pre-paid, unused fees.
3. Except as expressly provided in these T&C, the Partner Services are provided "as is" and Merble disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Merble does not warrant that the Partner Services will be uninterrupted or error-free.

8 Indemnification

1. Merble will defend Partner against any third-party claim alleging that the Partner Services, as provided by Merble and used in accordance with the Partner Agreement, infringe a valid U.S. patent, copyright, or trade secret, and will indemnify Partner for damages finally awarded by a court of competent jurisdiction or agreed in settlement.
2. Partner will defend Merble against any third-party claim arising out of (a) Partner's breach of the Partner Agreement or these T&C; (b) Partner's marketing, sales, or representations made regarding the Partner Services that are not authorized by Merble in writing; or (c) any Customer Data provided by or on behalf of Partner.
3. The indemnified party will promptly notify the indemnifying party of the claim, grant the indemnifying party sole control of the defense, and provide reasonable cooperation. The indemnifying party will not settle any claim that imposes any non-monetary obligation on the indemnified party without prior written consent.

9 Limitation of Liability

1. Except for (a) a party's indemnification obligations, (b) breach of confidentiality, or (c) Partner's payment obligations, in no event will either party's aggregate liability arising out of or related to the Partner Agreement or these T&C exceed the total fees paid or payable to Merble in the twelve (12) months preceding the event giving rise to the claim.
2. In no event will either party be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility of such damages.
3. The limitations in this Section apply to the maximum extent permitted by applicable law and regardless of the form of action, whether in contract, tort, or otherwise.

10 Term and Termination

1. These T&C remain in effect for the term of the Partner Agreement. Either party may terminate the Partner Agreement in accordance with the termination provisions set forth therein.
2. Upon termination, Partner will cease use of the Partner Services and, at the Customer's election, Merble will return or delete Customer Data in accordance with Merble's standard data handling procedures.
3. Sections addressing ownership, confidentiality, indemnification, limitation of liability, and any other provisions that by their nature should survive, will survive termination.

11 Compliance with Laws

1. Each party will comply with all laws applicable to its performance under the Partner Agreement, including applicable financial services laws, consumer protection laws, data protection laws, and export control and economic sanctions regulations.
2. Partner will not market, sell, or deploy the Partner Services in any jurisdiction or to any end user where such activity would violate applicable law or Merble's published policies.

12 General

1. Governing Law. The Partner Agreement and these T&C are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any disputes arising under the Partner Agreement, except as otherwise specified in the Partner Agreement.
2. Assignment. Neither party may assign the Partner Agreement or these T&C without the other party's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
3. Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, or failure of public infrastructure.
4. Entire Agreement. The Partner Agreement, together with these T&C, the Partner Services Documentation, and any executed Statements of Work, constitutes the entire agreement between the parties and supersedes all prior agreements on the subject matter. In the event of conflict, the order of precedence is: (i) the Statement of Work, (ii) the Partner Agreement, (iii) these T&C, (iv) the Partner Services Documentation.
5. Updates. Merble may update these T&C from time to time. Material changes affecting Partner's rights or obligations will be communicated to Partner with at least thirty (30) days' advance notice. Continued use of the Partner Services after the effective date of an update constitutes acceptance of the updated T&C.
6. Severability. If any provision of these T&C is held unenforceable, the remaining provisions will remain in full force and effect.
7. No Waiver. A failure to enforce any right under these T&C does not constitute a waiver of that right.
8. Independent Contractors. The parties are independent contractors. Nothing in these T&C creates a partnership, joint venture, agency, or employment relationship.