Updated February 7, 2023
X-Road® Technology Partner Agreement and Program Terms
1. Definition
1.1 “Agreement” – This X-Road® Technology Partner Agreement by and between NIIS and the Company, together with the incorporated Program Terms.
1.2 “Company” – The entity is entering into the Agreement with NIIS.
1.3 "Effective Date" is the date the Agreement was fully executed by NIIS and X-Road® Technology Partner.
1.4 “NIIS” – MTÜ (non-profit organisation) Nordic Institute for Interoperability Solutions.
1.5 “X-Road” – The open-source technology that is developed by NIIS and under the GitHub account of NIIS (https://github.com/nordic-institute/) or any other account chosen by NIIS, which is owned and managed by NIIS (https://www.niis.org), which software is offered under an open source license approved by the Open-Source Initiative (OSI) and documentation offered under a Creative Commons license (https://creativecommons.org/licenses).
1.6 “Program” – The “X-Road® Technology Partner Program”.
1.7 “X-Road® Technology Partner” – An organisation in technology partnership on X-Road® open-source software service provision.
1.8 “Application Form” – An application form to the X-Road® Technology Partner Program that can be submitted by filling the form at the X-Road® Technology Partner website (https://x-road.global or successor site).
1.9 “Confidential Information” – Any information that is proprietary to the disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the receiving Party or its representatives (as defined below), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the disclosing Party; and (vi) any information generated by the receiving Party or by its representatives that contains, reflects, or is derived from any of the foregoing.
1.10 Additional terms with specific meanings are defined near where they first appear below.
2. Marketing and Cross-references
2.1 NIIS may include the Company's name and corporate logo, a short description of the Company's business and activities related to X-Road, a link to the Company's website, and/or Company contact information on X-Road® Technology Partner website (https://x-road.global or successor site) and/or its other website(s) and/or program member directories. Upon NIIS's first request, the Company will promptly provide NIIS with a copy of the Company's name and/or logo in the form and on the media specified by NIIS for such purposes.
2.2 In an appropriate position on the Company's website, the Company has the right to acknowledge the Company's membership in the Program, using the Program's logo (if provided by NIIS) to link to the X-Road® Technology Partner website (https://x-road.global or successor site).
2.3 Use of the other Party's name or logo shall not create any right, title, or interest in or to the same; all such use and the goodwill associated with such name and logo will inure to the benefit of the respective owner of such name or logo. Each Party agrees to comply with reasonable instructions and/or guidelines the other Party provides in connection with such use.
2.4 The Company may not refer to itself as X-Road® technology partner in NIIS or NIIS Technology Partner, as it would be misleading (to clarify that the Company is not a partner in NIIS). The Company should be referred to as an “X-Road® Technology Partner”.
2.5 In any marketing channels provided by NIIS under this Programme., NIIS reserves the right, in its sole discretion, to restrict the Company from any promotion and/or marketing of services and products that are whether similar or identical to X-Road but are not based on the X-Road open-source software under the same codebase maintained by NIIS.
3. Software
3.1 The Parties commonly understand that no software is licensed under this Agreement. The licensing of software falls outside the scope of this Agreement. Software (including any updates and upgrades thereto and any related technical support and documentation) provided by NIIS to the Company, if any, shall be subject to and governed by the terms and conditions of the applicable NIIS software license agreement(s) entered into by the Parties. Nothing herein shall be deemed to amend, alter or otherwise affect the terms of any such software license agreement(s).
4. Trademarks
4.1 Save for the limited right to use the other Party’s name and logo as provided in the above sections 3.1 and 3.2, the Parties commonly understand that no trademark is licensed under this Agreement. The further licensing of trademarks is outside the scope of this Agreement. If any, trademarks provided by NIIS to the Company shall be subject to and governed by the terms and conditions of the applicable NIIS trademark license agreement(s) and in the guidelines entered into by the Parties. Nothing herein shall be deemed to amend, alter or otherwise affect the terms of any such trademark license agreement(s).
4.2 NIIS is entitled to deny the application the Company has submitted on the X-Road website or cancel the partnership in case of X-Road[1] Trademark or NIIS[2] Trademark has been violated in any manner or way, including if any of the obligations deriving from the License Agreement[3] and/or set forth in the valid guidelines made available on to the X-Road® Technology Partner website (https://x-road.global or successor site), and the Partner has failed to eliminate the effect of the violation within the reasonable term set out by the NIIS. NIIS is also entitled to deny the application the Company has submitted on the X-Road website or cancel the Partnership in case the Partner has violated or has caused the violation committed by any third persons, any other intellectual property rights related to and/or vested in X-Road® (whether attributable to NIIS or not), and the Partner has failed to eliminate the effect of the violation within 14 days after receiving a written request by NIIS.
5. Confidential Information
5.1 The Parties are obliged to ensure the full confidentiality of any information, document and/or data the Parties have declared to be confidential (“Confidential Information”). Confidential Information shall not be subject to disclosure to any third parties. A party undertakes to make every effort for the Confidential Information not to fall into any third parties' possession and for no such risk to arise. Confidential Information may be disclosed only with the Parties' prior written consent, in the cases explicitly provided for in the Agreement, or if a such obligation arises from legislation, within the extent provided for in legislation.
5.2 Confidential Information must not be novel, unique, patentable, copyrightable, or constitute a trade secret of being designated Confidential Information in the meaning of this Agreement. The receiving Party acknowledges that the Confidential Information is proprietary to the disclosing Party, has been developed and obtained through significant efforts by the disclosing Party, and that the disclosing Party regards all of its Confidential Information as trade secrets.
5.3 The obligation to maintain the confidentiality of Confidential Information shall not depend on the Agreement's validity and shall remain in effect without a term following the Agreement's expiry. If a due date has been set for the confidentiality obligation, the confidentiality requirement in respect of the Confidential Information shall remain in effect until the due date.
5.4 The Company shall ensure that confidentiality agreements that would guarantee the confidentiality of the Confidential Information of NIIS under the same principles as provided for in the Agreement have been entered into with all persons involved in the fulfilment and performance of this Agreement. The person responsible for the full and duly performance of the confidentiality agreement shall be the Company.
6. Disclosure of Confidential Information
6.1 From time to time, the disclosing Party may disclose Confidential Information to the receiving Party. The receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents, partners or representatives (collectively named “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts and/or omissions by its Representatives that are inconsistent with their obligations under this Agreement; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but in any case not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise explicitly provided for herein).
7 Program Changes
7.1 NIIS reserves the right, in its sole discretion, to make changes to the requirements and/or benefits under the Program or to discontinue the Program without prior notice. However, NIIS shall use reasonable efforts to notify the Company about material changes to the Program in advance by sending the information about such changes to the e-mail address provided by the Company. Additional rules, terms, conditions and/or restrictions may apply to benefits currently available under this Program. The Company will regularly review the X-Road® Technology Partner website (https://x-road.global or successor site) for the Program's latest benefits, requirements, and amendments. The Company continued participation in the Program constitutes binding acceptance of any changes.
7.2 The Company must immediately notify NIIS of any changes in the information forming the acceptance criteria of the membership in the Program that the Company has provided in the Application Form, the X-Road® Technology Partner website (https://x-road.global/application-form or successor site).
8. Relationship of the Parties
8.1 The Company acknowledges and agrees that the relationship with NIIS arising from this Agreement does not constitute or create a legal partnership, general agency, joint venture, employee relationship, or franchise between them. The Parties' relationship is at all times that of non-exclusive independent contractors. Neither Party will be liable for the debts, obligations, nor responsibilities of the other Party, and neither Party will have the right or authority to assume or create any obligation or responsibility for the other, whether expressed or implied, on behalf of or in the name of the other Party or to bind the other Party in any manner.
9. Limitation of Liability
9.1 In no event shall a Party be liable to the other Party or any third party for any direct, indirect, special, incidental, consequential, exemplary, punitive damages, loss of profit, or pure economic damages, including but not limited to any damages for lost data or costs of procurement of substitute goods or services, however, caused and under any theory of liability, whether in agreement, unlawful causing of damage (including without limitation products liability, strict liability, and negligence), or any other theory, and whether or not the Party knew or should have known about the possibility of such damage.
9.2 In no event shall a Party`s aggregate liability to the other Party arising out of or related to this Agreement or the Program for any cause whatsoever, and regardless of the form of action, whether in agreement, unlawful causing of damage (including without limitation products liability, strict liability, and negligence), or otherwise, exceed the amount of 2000 EUR (two thousand euros).
10. Term and Termination
10.1 The Agreement is concluded for an indefinite period.
10.2 Each Party may terminate the Agreement for any reason by giving the other Party a written, one-month (1) prior notice.
10.3 If a Party shall breach any provision of this Agreement or shall default in the performance of any of its obligations hereunder, the other Party may, at its sole option, terminate this Agreement by giving written notice to the other Party specifying said default and its intention to terminate and, unless said default shall be rectified by the breaching Party within fifteen (15) days of the notice given, this Agreement shall become terminated fifteen (15) days after said notice is given, without any further notice.
10.4 Clauses of the Agreement meant to survive the Agreement arising from their nature shall remain in force also after the termination of the Agreement (for example, Clauses 7 and 8).
11. Notices
11.1 Except as otherwise permitted hereunder, all notices under this Agreement will be in writing and shall be delivered personally (including courier service), or by confirmed email transmission. NIIS may notify the Company of changes to the Program's benefits and requirements by posting such changes on the X-Road® Technology Partner website (https://x-road.global or successor site).
12. Final Provisions
12.1 The laws of the Republic of Estonia shall govern this Agreement. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry by its rules. The seat of arbitration shall be Tallinn, Estonia. The language of the arbitral proceedings shall be English.
12.2 This Agreement forms the entire agreement between the Parties and supersedes any prior agreements, understandings, or communications, written or oral, between the Parties relating to the Program.
12.3 If any term or condition of the Agreement becomes contrary to legislation, the Agreement shall remain in effect in relation to any other parts thereof. The provisions that have become contrary to legislation shall be replaced with new provisions in conformity with the Agreement's general principles by agreement between the Parties. The invalidity of single provisions of the Agreement shall not affect the Agreement's validity as a whole.
12.4 No amendment or modification of this Agreement shall be binding or effective unless made in writing and agreed between the Parties.
12.5 NIIS may assign or transfer this Agreement to any third person without the consent of the Company.
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[1] X-Road® is the Estonian Information System Authority (RIA) registered trademark.
[2] NIIS® is a registered trademark of the Nordic Institute for Interoperability Solutions (NIIS).
[3] The License Agreement for the use of the X-ROAD trademark rights between NIIS or Estonian Information System Authority.