General Partner Terms
These General Partner Terms are an integral part of the Agreement and are incorporated therein by reference. Unless explicitly stated otherwise in an Addenda, the terms and conditions herein govern the activities of the parties under the Agreement and any applicable Addenda. Any capitalized terms herein shall have the meanings as defined herein or elsewhere in the Agreement.
1. Definitions.
The capitalized terms will have the meanings: “Quickbase Marks” means Quickbase's trademarks, trade names, service marks, and service names. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights (including, but not limited to, rights in audiovisual works and moral rights), trade secrets, trademarks, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world. “Product(s)” means the Quickbase web-based application development and integration platform as a service. Quickbase may add additional Quickbase products or services available to Partner by posting such information on the Partner Portal. “Customer(s)” means Resale Customers, MSP Customers, and Qualified Customers. “Customer Leads” shall mean any entity about which Quickbase provides Partner with any information that identifies such entity as being legitimately interested in the Quickbase Product, consulting services, or professional services as they relate to Quickbase application development.
2. Confidentiality.
Each party agrees not to disclose the other party’s Confidential Information without its prior written consent. “Confidential Information” includes all non-public information provided by one party to another, including, without limitation: (a) all intellectual property; (b) financial information (including pricing) and business information; (c) product roadmaps and (d) Customer Leads. Confidential Information does not include (x) information that has become publicly known through no breach by Customer or Quickbase of these confidentiality obligations; (y) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing; or (z) information a party believes in good faith is required to be disclosed by law, including compliance with court orders, search warrants, subpoenas or law enforcement requests, provided that, unless prevented from doing so, the receiving party notifies the disclosing party of the required disclosure and reasonably cooperates in any lawful action to contest or limit the scope of the required disclosure. Each party agrees that: (i) it will use Confidential Information of the other party solely for the purpose(s) of this Agreement and (ii) it will take all reasonable precautions to ensure that it does not disclose the other party’s Confidential Information other than its employees and/or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein without first obtaining such other party’s written consent. In the event of a breach or threatened breach of this Section, the disclosing party shall be entitled, in addition to any other legal or equitable remedies, to seek an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. Upon the disclosing party’s request, the receiving party shall, at disclosing party’s election, promptly return or destroy all Confidential Information, including all copies and any derivatives related thereto.
3. Proprietary Rights.
(a) Ownership. Quickbase shall retain sole and exclusive ownership of the Quickbase Service including all Intellectual Property Rights therein, and Partner acknowledges that, except for the rights specifically set forth in this Agreement, it shall acquire no right or license therein, by implication, or otherwise, and nothing in this Agreement or elsewhere shall be construed as granting to the Partner any license or right in or to any Intellectual Property Right in Quickbase’s or its licensor’s Products and products or otherwise. The Service contains and embodies Confidential Information and Intellectual Property Rights of Quickbase or its suppliers. Partner shall not attempt to copy, reverse compile, reverse engineer, modify, translate, or dissemble the Service in whole or in part, or authorize any entity or persons to do the foregoing. Partner shall not remove, alter or obscure any copyright, trademark or other proprietary notice or marking on or within the Service.
(b) Notice of Infringement. Partner will promptly report to Quickbase any infringement or other violation of such Intellectual Property Rights of which Partner becomes aware.
4. Partner Rights and Obligations.
(a) Not-for-Resale (“NFR”) Offerings. Should Quickbase make available, and Partner obtain any NFR offerings, Partner shall use such NFR offering subject to the terms of the Quickbase Terms of Service, except as further restricted as follows: (a) NFR offerings may be used by Partner only during the Term solely for product demonstration or training purposes; and (b) notwithstanding any contrary provisions in the Terms of Service, Partner may not use such NFR offerings for its own information processing or redistribution needs. Upon termination or expiration of this Agreement for any reason, Partner shall cease using all NFR offerings.
(b) Marketing. Quickbase may provide Partner with marketing collateral to assist Partner in marketing and promoting the Quickbase Products (“Marketing Materials”). Subject to Partner’s compliance with the terms and conditions of this Agreement, Quickbase hereby grants to Partner a non-exclusive, non-transferable license to use the Quickbase Marks solely in connection with Partner's advertising, promotion, distribution, and sale of the Product in accordance with this Agreement. .Partner may not modify these Marketing Materials, remove or obscure any Quickbase branding, or use them for any other purpose except as otherwise allowed by Quickbase. The Quickbase trademarks, names and/or logos cannot be used in Partner’s name or in Partner’s direct business source identifiers, such as domain names, website titles, stationary, or business cards. Partner must obtain Quickbase’s prior written approval of uses of the Quickbase name and branding and any marketing collateral relating to the Quickbase Product which has not been provided by Quickbase hereunder. All use of the Quickbase Marks must be in accordance with Quickbase’s trademark policies and branding guidelines, and such use may not, in Quickbase’s opinion, diminish or otherwise damage its goodwill in the Quickbase Marks. The use of the Quickbase Marks and any resulting goodwill shall accrue solely to the benefit of Quickbase. Any required marketing and promotional requirements are further detailed on the Partner Portal.
(c) Training. Any required Partner training is detailed on the Partner Portal. Partner agrees to complete any required Quickbase on-line training courses, including product functionality and demonstration training for the Partner’s technical staff that will be using the Products, if applicable.
(d) Customer Satisfaction. Partner must maintain reasonable levels of customer satisfaction (as determined by Quickbase in its reasonable discretion) with the Customer while performing its obligations under this Agreement. If Quickbase determines that at any time Customer fails to meet an adequate level of customer satisfaction Quickbase may terminate this Agreement with thirty (30) days written notice to Partner.
(e) Publicity. Notwithstanding the foregoing, Quickbase may identify Partner on Quickbase’s partner lists and in its marketing and advertising materials and reproduce Partner's Partner name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith. Each party may disclose the other party’s name and the value of this Agreement in connection with any filings or disclosures required under applicable state or federal securities laws.
(f) Customer Leads.
- (i) Procedure. Quickbase, in its sole discretion, may pass Customer Leads to Partner, in accordance with the Customer Lead process and reporting requirements described below. During the term of the Agreement, Partner shall not communicate in any fashion with any Customer Lead, except in accordance with the procedures and guidelines set forth below. Partner shall not share any Customer Lead or any Customer personally identifiable information (which includes names, addresses, phone numbers or email address) with any third party, unless with prior written consent from the Customer. Customer Leads may be assigned to Partner via the Partner Portal. Quickbase may reassign Customer Leads if Quickbase deems at its discretion, that such Customer Lead is not being adequately served by Partner.
- (ii) Contacting Customer Leads. Partner must make reasonable attempts to contact all Customer Leads within one (1) business day of receiving the Customer Lead from Quickbase. Partner must update the Partner Portal with any attempted contact within the same one (1) business day period. If Quickbase verifies that any Customer Lead has not been contacted by Partner within such time frame, Quickbase may reassign to another partner or contact such Customer Lead itself. If Partner attempts to contact any Customer Lead and is not successful after four (4) attempts to contact them, Partner shall escalate the Customer Lead to Quickbase and change the status of the Products Lead to “Lost”. All Lost Customer Leads will be reviewed by Quickbase and Quickbase will determine (in its sole discretion) whether the Customer Lead should be reassigned.
5. Warranty.
(a) Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered, and this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution and delivery of this Agreement, or performance of this Agreement; and (c) the execution and delivery of this Agreement, and performance of this Agreement, does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
(b) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT THE PRODUCTS ARE PROVIDED AS-IS AND EACH PARTY HEREBY DISCLAIMS AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PARTNER ACKNOWLEDGES THAT NEITHER QUICKBASE NOR ITS THIRD PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET. QUICKBASE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
(c) Product Disclaimer. Quickbase may disclose certain product roadmap information related to future products, features or enhancement to Partner. Partner understands that development efforts and proposed roadmaps are subject to change at any time, without notice and Quickbase assumes no responsibility to introduce such products, features or enhancements. Further, any product roadmaps disclosures shall be treated as Confidential Information unless specified otherwise by Quickbase.
6. Indemnity.
(a) Quickbase Indemnity. Quickbase will defend and indemnify Partner against any and all claims, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ and expense fees and costs of litigation), that it may sustain, or that may be claimed against it, as a result of the Products infringing a third party copyright, trademark or, United States patent, , and pay the resulting cost and damages finally awarded against Partner by a court of competent jurisdiction or the amount stated in a written settlement signed by Quickbase, as long as Partner gives Quickbase: (1) prompt written notice of such claim or action; (2) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (3) reasonable assistance and information with respect to the claim or action. If a final injunction is obtained against Partner’s right to continue using the Products as an MSP Partner or, if in Quickbase’s opinion the Product is likely to become the subject of an intellectual property infringement claim, then Quickbase may, at its election, either (a) obtain the right for Partner to continue to use the Product; or (b) replace or modify the Product so that it no longer infringes but functions in a materially equivalent manner. If Quickbase determines that neither of these alternatives is reasonably available, then Quickbase may terminate the Agreement and, for MSP Partners, refund any prepaid unused Fees applicable to the infringing Product. This section shall not apply to infringement or misappropriation claims arising in whole or in part from (1) designs, specifications or modifications originated or requested by Partner or its Customers; (2) the combination of the Products or any part thereof with other equipment, software or products not supplied by Quickbase if such infringement or misappropriation would not have occurred but for such combination; or (3) Partner or its Customer’s failure to install a maintenance update, where same would have avoided such claim. THE FOREGOING STATES QUICKBASE’S ENTIRE OBLIGATION AND PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ACTUAL OR POTENTIAL THIRD PARTY INFRINGEMENT CLAIMS OR CAUSES OF ACTION.
(b) Partner Indemnity. Partner will defend, indemnify and hold harmless Quickbase, its affiliates, subsidiaries, or their respective officers, directors, and employees, from any liability, damages and expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from any third-party claim based on or otherwise attributable to: (a) any misrepresentations made by Partner with respect to Quickbase or the Product (b) Partner’s actions or inactions that result in violation of any third party rights of privacy or confidentiality; (c) Partner’s actions that result in a materially adverse impact to Customer systems or Customer Data, (d) Partner’s violation of applicable law, or (e) any claim by Partner’s Customer arising from or related to its or Partner’s use of the Product.
7. Limitation of Liability.
(a) Exclusion of Damages. EXCEPT FOR (A) DAMAGES ARISING OUT OF A PARTY’S BREACH OF SECTION 2 (CONFIDENTIALITY)) (B) LIABILITY ARISING AS A RESULT OF THE MISAPPROPRIATION OR MISUSE OF A PARTY’S INTELLECTUAL PROPERTY, AND (C) LIABILITY ARISING UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS, UNDER THIS AGREEMENT, INCLUDING ALL ADDENDA, UNDER NO CIRCUMSTANCES WILL ONE PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING UNDER THIS AGREEMENT OR ANY ADDENDA (WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) IRRESPECTIVE OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(b) Total Liability. EXCEPT FOR (A) DAMAGES ARISING OUT OF A PARTY’S BREACH OF SECTION 2 (CONFIDENTIALITY), (B) LIABILITY ARISING AS A RESULT OF THE MISAPPROPRIATION OR MISUSE OF A PARTY’S INTELLECTUAL PROPERTY, AND (C) LIABILITY ARISING UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS, UNDER THIS AGREEMENT, INCLUDING ALL ADDENDA, THE LIABILITY OF EACH PARTY FOR ALL DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE GREATER OF $10,000 OR THE AMOUNTS PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT, INCLUDING ALL ADDENDA.
8. Term and Termination.
(a) Term of Agreement. Unless terminated earlier as provided herein, the Agreement will have an initial one (1) year term (“Initial Term”). The Agreement will automatically renew for an additional one (1) year term each anniversary (“Renewal Term”) unless either party provides the other written notice at least thirty (30) days prior to the end of the then- current Term of its intent to not renew. In the event of a non-renewal notice, the Agreement will expire at the end of the then-current Term.
(b) Term of Addenda. Unless terminated earlier as provided herein, any Addenda will have the same term as the Agreement, and will terminate or expire along with the Agreement, provided, however, that any Addenda that includes an ongoing right or obligation of Partner (for example and without limitation, an MSP Addenda that governs an active unexpired order) shall remain in effect until the termination or expiration of those ongoing rights or obligations, and in such case the portions of the Agreement necessary to remain in effect to govern such ongoing rights and obligations shall remain in effect until the termination or expiration of those ongoing rights or obligations.
(c) Termination. Quickbase may terminate this Agreement at any time for its convenience by providing 30 days written notice to Partner. Either party may terminate this Agreement, at any time, in the event that the other party breaches any material term of this Agreement and fails to cure such breach within ten days following the date of receipt of written notice thereof from the non-breaching party.
(d) Termination for Insolvency. In the event a Party receives notice that the other Party is insolvent or fails to pay its obligations as they arise or upon any proceeding being commenced by or against a Party under any law providing relief to the Party (an “Insolvency Event”), that Party that is not the subject of the Insolvency Event may terminate this Agreement immediately upon notice to the Party that is the subject of the Insolvency Event.
(e) Effect of Termination. Upon any termination or expiration of the Agreement: (a) all rights and licenses granted by Quickbase hereunder will automatically cease; (b) Partner will immediately cease all use of the Quickbase Marks and discontinue all representations that it is a Quickbase Partner; (c) each party will promptly return to the other all of the other party’s Confidential Information within its possession or control, and upon request will certify in writing that it has complied with its obligations to return all such Confidential Information (except that each party may retain archival copies of the Confidential Information in accordance with its data retention policies); and (d) the payment date of all amounts due Quickbase will automatically be accelerated so that they will become due and payable on the effective date of termination, even if longer terms had been otherwise provided.
(f) Survival. The Parties’ obligations under this Agreement which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, and any payment obligation accrued at termination will survive the termination of this Agreement for any reason.
(g) No Termination Liability. IN NO EVENT SHALL EITHER PARTY BE REQUIRED TO PAY THE OTHER PARTY OR ANY THIRD PARTY ANY TERMINATION DAMAGES, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER INDEMNITY, DAMAGES, COMISSION, REBATE, FEES, OR OTHER COMPENSATION OF ANY KIND, ARISING SPECIFICALLY ON ACCOUNT OF OR DUE TO THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. EACH PARTY HEREBY WAIVES ANY STATUTORY, REGULATORY, COMMON LAW, OR OTHER RIGHT OR ENTITLEMENT THAT IT MAY HAVE UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW OR REGULATION IN ANY JURISDICTION TO CLAIM ANY INDEMNITY, DAMAGES, REBATE, FEES, OR OTHER COMPENSATION ASSOCIATED WITH THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
9. Restrictions.
Partner will not (i) make any unauthorized statements, guarantees, warranties, or offers of any kind to any party with respect to Quickbase or the Quickbase Product, (ii) engage in any intentionally deceptive, misleading, illegal or unethical practices that may be detrimental to Quickbase or the Product, or (iii) disclose any non-public pricing details of the Quickbase Product except as authorized by Quickbase.
10. General.
(a) Feedback. Partner grants to Quickbase an unlimited right to use and/or incorporate into the Quickbase Product any feedback, suggestions and/or recommendations related thereto that Partner provides to Quickbase. This right will survive any expiration or termination of the Agreement.
(b) Non-Solicitation. Partner agrees that during the Term and for a period of 1 year thereafter it will not, and it shall not knowingly cause or permit any of its employees, agents, affiliates or subsidiaries to (i) cause any Customer or vendors to terminate any agreement with Quickbase for the Quickbase Product or (ii) solicit or recruit Quickbase employees for other employers or employ any employee of Quickbase without Quickbase’s prior written consent.
(c) Non-Exclusivity. This Agreement is non-exclusive in all respects.
(d) Assignment. Partner will have no right to assign this Agreement, in whole or in part, by operation of law or otherwise, without Quickbase’s express prior written consent. Any attempt to assign or transfer this Agreement by Partner, without such consent, will be null and of no effect. The parties agree that Quickbase is hereby entitled to assign or transfer all or part of its rights and obligations under this Agreement to any third party, affiliate, or other successor in interest, including without limitation, as a result of merger or consolidation, or in connection with the sale or transfer of all or substantially all of its business or assets to which this Agreement relates, or in connection with a corporate reorganization, or in connection with any other business purpose; provided that such assignee is bound by the applicable terms of this Agreement.
(e) Governing Law and Jurisdiction. This Agreement is governed by Massachusetts law, without reference to conflict of laws principles. Any dispute arising out of or relating to this Agreement, or the interpretation, making, performance, breach or termination thereof, must be settled by a court of competent jurisdiction in Suffolk County, Massachusetts.
(f) Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
(g) Non-Disparagement. Partner will not disparage Quickbase or any of its directors, officers, agents or employees or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of Quickbase or any of its directors, officers, agents, or employees.
(h) Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
(i) Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
(j) Notices. Quickbase may give notice applicable to all Partners by means of a general notice on the Partner Portal and notices specific to an individual Partner by electronic mail to Partner's e-mail address on record in Quickbase's account information or by written communication sent by first class mail or pre-paid post to Partner's address on record in Quickbase's account information. Partner may give notice to Quickbase at any time by letter sent to the attention of Quickbase Legal Department by certified or registered mail sent to the Quickbase address set forth above, returned receipt requested, and deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgement of receipt of electronic transmission respectively.
(k) Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, pandemic, lockdowns, or acts of God.
(l) Relationship of Parties. The parties expressly agree that they are independent and separate entities from each other as independent contractors under the Agreement and no other relationship is intended. Neither party will have any authority to assume, create, or incur any liability or any obligation on behalf of the other party. Unless otherwise expressly provided, no provisions of the Agreement are intended or will be construed to confer upon or give to any person or entity other than Partner and Quickbase any rights, remedies or other benefits under or by reason of the Agreement.
(m) Compliance. Partner agrees to comply fully with all relevant laws and regulations. The Product is provided subject to the U.S. Export Administration Regulations (“EAR”) and the regulations of other jurisdictions (e.g., the EU). Diversion contrary to applicable law is prohibited. Without limiting the foregoing, Partner warrants through the Term that (a) it is not, and is not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States or other applicable government body has prohibited export transactions (e.g., Iran, North Korea, etc.), (b) it is not, and is not acting on behalf of, any person or entity listed on a relevant list of persons to whom export is prohibited (e.g., the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department Denied Persons List or Entity List, etc.), (c) Partner shall not (i) resell the Product to or (ii) permit the Product to be used by or for the benefit of, Partner’s Customers for any purpose prohibited by applicable law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons; and (d) that it will not, directly or indirectly, export, reexport, or transfer (in-country) the Product to restricted military end users or for restricted military end uses as defined in Section 744.21 of the EAR.
(n) Anti-Corruption Regulations. Partner shall comply with all applicable laws and regulations that apply from time to time to the promotion and sale of the Service, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”) and all U.S. and international anti-corruption laws. Neither Partner nor any of its agents or employees shall offer, pay, promise, or authorize any direct or indirect payments of anything of value for the purpose of obtaining an improper advantage in order to obtain or retain business to any official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any official or employee of any public international organization, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business), any political party or party official, any political candidate or any person or entity whom Partner knows or has reason to believe will give all or part of the payments or thing of value to any of the previously mentioned categories of people.
(o) Insurance. Partner must, at its own expense, provide the following insurance coverage during the term of this Agreement:
- (i) Worker’s Compensation Insurance as required by the applicable law of the state or country in which the work is being performed, including employer’s liability with a minimum limit of US$1,000,000 for bodily injury by accident, and US$1,000,000 for bodily injury by disease.
- (ii) Commercial General Liability Insurance covering bodily injury and property damage liability, personal and advertising injury liability, products completed operations including broad form contractual liability with minimum coverage of US$2,000,000 per occurrence.
- (iii) Professional Liability Insurance for errors and omissions with a minimum limit of US$2,000,000 per claim.
Partner will furnish Quickbase with applicable certificates of insurance from time to time upon reasonable request. All insurance coverage required hereunder must be procured from insurers with A.M. Best’s Performance Rating at a minimum of A- with a financial size category of at least Class VII. Policies cannot be cancelled or materially altered without 30 days’ prior written notice to Quickbase.
(p) Inspection of Records. During the term of this Agreement and for a period of three (3) years thereafter, Partner shall permit Quickbase and its agents, including, but not limited to, independent accountants designated by Quickbase, upon reasonable advance notice and during regular business hours, to examine portions of Partner's books and records that relate to Partner's activities under this Agreement. Any underpayment disclosed by such examination shall be paid promptly to Quickbase, together with reasonable interest commencing on the initial date of the underpayment and, if the underpayment exceeds the cost of the audit, Partner shall also pay for the expenses of the audit.
(q) Modifications. Quickbase may change these General Partner Terms at any time at its sole discretion by posting a new version of the General Partner Terms and Conditions online, and providing notice of the posting on the Partner Portal. Any changes will become effective on the date published or as Quickbase may notify you. Partner may elect to terminate this Agreement if a change to these General Partner Terms is a material, detrimental change. To terminate the Agreement Partner must notify Quickbase no later than 30 days after the notice date. Partner will be responsible for all fees incurred prior to the effective termination date.
(r) Conflicting Terms; Order Of Precedence. In the event of any conflicts in the terms set forth in the Agreement, these General Partner Terms, the Partner Portal, and the Addenda, unless explicitly stated by the parties in a mutually signed document, the order of precedence will be as follows: 1. The Addenda, 2. These General Partner Terms, and 3. The Partner Portal. Any additional, contradictory or pre-printed terms and conditions that Partner may provide in connection with an order or purchase order shall be deemed null and void. This Agreement, including any amendments hereto, constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.